Owners can recall directors
According to Articles 33 (1), the majority of owners (50% plus one) can
remove one or more directors at an owners meeting before the expiration
of the director’s term of office by a vote at a meeting duly called for
At the same meeting, the owners may elect any person qualified to be a
member of the board for the remainder of the term of a director who has
Therefore, if a board feels that one or two owners are not acting in
the best interest of the owners, or are acting unethically, they can
requisition an owners meeting by collecting a minimum of 15% of all the
owners on a petition and call a meeting.
If they can get a quorum of 25% of all the owners and then 50% plus one
of the owners vote in favour, either in person or by proxy, then the
director or directors are removed.
Although this has been successful in some situations, it doesn't always
work as the majority of the directors hoped.
At times, the majority did not get enough owners to agree with them.
The director gets the opportunity to defend herself in front of the
owners, in an open meeting, and it may be the majority of the board who
ends up looking bad.
No guarantees that all the directors will not end up being discredited
as both sides start throwing mud.