In 2010, P Corporation passed a board resolution removing X from his position as general manager of said corporation. The by-laws of P Corporation provides that the officers are the president, general-manager, treasurer and secretary. Upon complaint filed with the SEC, it held that the general manager could be removed by mere resolution of the Board of Directors. On motion for reconsideration, X alleged that he could only be removed by the affirmative vote of the stockholders representing 2/3 of the outstanding capital stock. Is X’s contention tenable? No, the voting requirement is only majority of the Board of Directors. No, the vote required is majority of the board and 2/3 of the outstanding capital stock consenting. Yes, the voting requirements is only 2/3 of the outstanding capital stock. No, the required vote is majority of the Board of Directors consented by majority of the
In 2010, P Corporation passed a board resolution removing X from his position as general manager of said corporation. The by-laws of P Corporation provides that the officers are the president, general-manager, treasurer and secretary. Upon complaint filed with the SEC, it held that the general manager could be removed by mere resolution of the Board of Directors. On motion for reconsideration, X alleged that he could only be removed by the affirmative vote of the stockholders representing 2/3 of the outstanding capital stock. Is X’s contention tenable?
No, the voting requirement is only majority of the Board of Directors.
No, the vote required is majority of the board and 2/3 of the outstanding capital stock consenting.
Yes, the voting requirements is only 2/3 of the outstanding capital stock.
No, the required vote is majority of the Board of Directors consented by majority of the outstanding capital stock
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