The procedure for removing a vice president of a small corporation depends upon whether he is a member of the board of directors or merely an executive of the company. Many small corporations have overlapping directors and executives, where members of the board are also employees of the company. A director is removed by a vote of the remaining board. High-level employees can be removed or fired at the discretion of the president or chief executive officer, provided he has authority from the board to hire and fire senior executives.
Refer to the corporation's written bylaws. Every corporation is required to have a set of bylaws that structure governance; however, some small corporations operate without them. The bylaws should detail how to remove board members, replace board officers and fire executives. The provisions in the bylaws supersede any other procedure for removing a vice president.
Vote to remove the vice president. A board of directors has its own officers. For instance, a board will always have a president or chair, a secretary and a treasurer. It can also have a number of vice chairs or vice presidents, as warranted. A majority vote of the board of directors for removal is sufficient if the vice president is an officer of the board and his removal is from the office and not from the board. The vote is also sufficient to remove a board member from the board entirely, as long as any other procedures outlined in the bylaws are followed, such as providing notice.
Have the corporation president or chief executive officer request a meeting with the vice president. If the vice president is a company executive and not also a member of the board, the authority to fire him will ordinarily lie with the chief executive. Occasionally, some boards require senior executives to obtain approval from the board to fire senior executives. In either case, set up a meeting between the vice president and the person or persons authorized to remove him from his position.
Inform the vice president of the decision to remove him from the position. Elaborate upon whether this is a firing or a reassignment to a different position within the company. If the vice president has an employment contract, separation from the company must follow the procedures established in that document.
Agree on a settlement or severance. Small corporations might want to offer a senior executive a severance package in exchange for him signing a separation agreement that will prohibit him from competing against, suing or otherwise attempting to damage the corporation.
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