What is the required procedure and vote for the removal of a director or trustee by stockholders or members?
Any director or trustee may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or two-thirds (2/3) of the members entitled to vote in a nonstock corporation (SEC. 27, Revised Corporation Code of the Philippines). The removal must occur at either a regular or special meeting called for the specific purpose, and crucially, previous notice of the intention to propose such removal must be given to all stockholders or members. Removal may be effected with or without cause, though removal without cause cannot be used to circumvent the minority’s right of representation. If the secretary fails to call the special meeting upon demand, the stockholders or members signing the demand may directly call the meeting themselves.
30 October 2025
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