How to Change Board Members/Officers

 

Every Corporation is operated by the Board of Directors according to its bylaws. Some states require one person to serve on the Board, some states – as  many as five. The Board members and shareholders must follow the rules set forth in bylaws in order to change directors/officers.

 

 Below is a list of 7 steps to take when changing Board members/Officers:

 

 

1. Locate articles in your corporation’s bylaws that describe the process to elect and remove members from the board of directors/officers. These articles will tell you what notice you must give and applicable deadlines, and how many directors/shareholders must be present to vote.

 

2. Request a meeting of the board of directors via postal mail or email (again, you will have to refer to your bylaws). The purpose of the meeting, date and time should be listed on the request. The notice must be sent to all directors/shareholders entitled to vote on the change.

 

3. Count attendees of the meeting to ensure that “quorum” is present. The”quorum” number is set forth in the corporation's bylaws.

 

4. Vote to amend the board of directors/officers. If the majority of directors/shareholders vote in favor of changing its members/officers, then the Board can be changed.

 

5. Results of the vote should be recorded in the corporation’s meeting minutes. All attendees of the meeting should sign the minutes.

 

6. The corporation will notify state authorities on the change by filing annual report/registration/renewal with the Secretary of state.

 

7. The corporation will notify the IRS of the change at the time of the annual tax return submittal.

Note: Depending on the expertise of the board members, the organization may need to seek the legal advice of an attorney to assist on this matter.