We are five directors and all equal shareholders, but one director thinks he is too clever and calls shots?

Question

One of the directors think he is the main boss and makes the dissisions, 2 of us usually have a problem is what he does or says the other two directors don't say anything they just tag along, can 2 of us oust this director.

What if him still being a director of this company, started another company, spending our company time for his company

Answer 1

With 5 directors of equal share equity, no one person should be able to call the shots without the endorsement of at least 2 others. That should be spelled out in your corporate or LLC operating agreemnent.
I would try sitting down with all of the board members informally and discuss the situation first. Be up front about what is on your mind. Call a lunch meeting, Order Pizza and sit down and just be honest about what you think. Unless you have already told them, they may not be aware it is a problem. I would not go behind this persons back and try to find a way to oust him. That is just bad for everyone involved and will make you like a back stabbing SOB to the other board members. You don't want that, it will backfire at some point. They could call a meeting and give you the boot. You did say there were 2 that just "go along". That makes 3 and a majority.
If an informal meeting does not work to settle the issue, you still have the option of calling a formal meeting of all stake holders to seek this persons dismissal as outlined in your operating agreement. There must be criteria spelled out that can be used to correct this situation. If not, you need to get your operating agreement amended by a GOOD lawyer.

Good Luck.

Answer 2

Directors cannot "oust" a director, a special shareholder meeting must be called, and the shareholders must vote on it.

Directors must have a meeting of the board of directors to make decisions, and vote, and this must be documented in the minutes of the meetings.

Directors should only be dealing with matters before the board of directors, such has hiring and firing the officers of the corporation, and corporate direction, not the day to day operations of the business. That is the job of the President and other officers and managers.

Answer 3

First, if what he is doing works for your company, why not also tag along? However, if he is hurting your company by his decision then you can veto his decision by votation.

Second, is this person the elected Chairman of the Board? if he is, then he can call the shots. You can only oust him by calling an emergency board meeting and challenge his position. First, by buyin out the share of ther other director who does not say anything or by convincing one of the two "no say" director to join you to vote him out. This is the only options you have. Remember, the person who have the biggest share of stock has the bigger number of votes.

Answer 4

The two non-vocal directors my well agree with you. In any case, you will have to call that meeting and somebody is going to have to bring up your complaints. The bossy one may just back down and ask for more input from you. You will need a third vote to fire the fifth director, so try some problem solving first.

Answer 5

Why not ? The other 2 dont say a thing right. Figure out a better option than the one he proposed and put it on the table. If the option is indeed better, sure the other two will prefer this rather than going his way.

Moreover, the two of you should have a dialogue with him and throw out your concerns and sadness. How would you survive the company if there's internal fighting?

Answer 6

No...

You would have to officially call a meeting of the board of directors and vote on it, you would need a majority decision to carry out anything, therefore 2 votes in favour out of 5 would not carry.

Answer 7

Mark C is right
Be careful how you handle this
Maybe he thinks the same as you And he doesn't like your suggestions either.
It is hard to get on with people
Try and be as diplomatic as possible but try and talk about how you both feel without getting in to a heated discussion
good luck

Answer 8

i'm a woman n i'm shy til u get to be responsive to me. i will sit down in school quiet n no longer seek advice from all of us n wen ppl seek advice from me i'm getting disturbing...... yet whilst ik u n have been associates i'm lots extra outgoing .... I merely get disturbing around extra recent human beings n i'm getting scared..... men constantly calls me attractive n cute cuz i'm shy, short, have been given a impressive physique, im sweetheart til u piss me off, stuff like that......

Answer 9

Why not try communication first.