What actions can be taken against corporate directors that do not
execute the duties defined by their roles?

For Example:
If one of the role duties is to create an annual budget and send it to
the shareholders and this duty is not performed what action do the
shareholders have to get the duty performed?

Where We Have Searched So Far:
* http://en.wikipedia.org/wiki/Bylaw
* http://www.allbusiness.com/corporate-governance/corporate-formalities/1389-1.html

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Clarification of Question by mphhpm-ga on 24 Nov 2006 09:20 PST

* the shareholders have already sent certified letters to the
directors requesting such on 3 occasions over 4 months without a
response.

The actions that can be taken depend very much on numerous specifics: 
the type of corporation involved, the language of bylaws and other
documents, and the nature of the grievance itself.

The laws in Alabama pertaining to corporate responibilities can be found here:


http://alisdb.legislature.state.al.us/acas/CodeOfAlabama/1975/coatoc.htm


Click on Title 10:  CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS


You should look through this code for sections pertinent to your
situation.  You can also call the Alabama Secretary of State for
assistance at 334-242-5324:


http://www.sos.state.al.us/business/corporations.aspx
Office of the Secretary of State, Corporations Division 



In brief, though, shareholders can sometimes force the dissolution of
a corporation, if circumstances warrant.  They can also bring suit for
breach of fiscal responsibilities, or for damages stemming from
specific failure to adhere to corporation bylaws or other proscribed
procedures.

Let me know if there's anything more you need on this.


pafalafa-ga

Check the by-laws for the procedure to remove the director or
directors.  Check with your state licensing authority - if they are in
violation of the articles of incorporation you can file a complaint
with the state who may pull the incorporation.  You can always sue -
but what's at stake here?

Thanks for the comment, Daniel.

* The by-laws, declaration and articles do not mention anything about
director removal
* We'll look into the licensing complaint on articles violation(s)
* At stake? Unfounded and exhorbinant assessments levied against
shareholders/unit owners as this is a condominium.

What do you mean role duties?  Generally, directors dont make annual
budgets officvers or management companies do.

If the bylaws and articles of incoproation do not include provisions
about removing a director, most states have default rules that can be
used if they are not specified.

What state are you in?
Do you suspect foul play or just laziness?

Thanks for helping, Ubiquity.

* the by-laws specifically detail the roles/duties of the directors.
* one role is to appoint/elect officers another is to make sure the
officers do their job.
* In this scenario, the directors are also the officers and this is
permitted by the by-laws.
* This is an Alabama Corp.
* At first it seemed like laziness, but now seems to be foul play.