Reasons for changing directors or officers of the corporation should be stated in the Bylaws, and include the following:

Death

Resignation

Removal (with or without cause)

Disqualification

Expiration of term of office (Director)

Expiration of term of Employment Agreement (Officer)

Changing directors. Shareholders may vote to remove directors, with or without cause, unless the Articles of Incorporation or Bylaws require otherwise. The process for removal of directors is included in the Bylaws. Be sure to include in the Bylaws the reasons and conduct for which a director will be removed.

If there is a vacancy on the Board, a director may be appointed to fill the remainder of the term, after which the vacancy will be filled by election. Directors may resign at any time.

When a director resigns or is removed from office, the Bylaws or Articles of Incorporation give the Board of Directors the power to appoint an individual to fill the remaining term of that director. Once the remaining term ends, a new director can then be elected according to the corporation’s Bylaws.