---
title: "Prepare the stockholders' removal of a director"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/run-the-members-removal-of-a-public-company-director/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A1-J20261018-4-US"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Prepare the stockholders' removal of a director

> Draft the removal notice and the resolution from the share figures and the director's name the lawyer supplies, and leave blanks for the certificate provisions the lawyer has not marked.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/run-the-members-removal-of-a-public-company-director/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Draft the removal notice and the resolution from the share figures and the director's name the lawyer supplies, and leave blanks for the certificate provisions the lawyer has not marked. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation. |
| What the lawyer must review | Delaware General Corporation Law § 141(k): any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Unless the certificate of incorporation otherwise provides, stockholders of a corporation with a classified board may effect removal only for cause. Where there is cumulative voting and less than the entire board is to be removed, no director may be removed without cause if the votes cast against removal would be enough to elect that director. Where the certificate lets a class or series elect one or more directors, removal without cause of a director so elected is by the vote of that class or series, and not by the shares as a whole. You read the certificate and the bylaws, and you check every sentence, before the notice is sent. Other states differ. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation. |
| Written for | United States |
| Applies to | [Run the members’ removal of a public company director](https://ailawframework.com/practice/commercial-and-corporate-advisory/run-the-members-removal-of-a-public-company-director.md) |

## Checking plan

- What the AI does: Draft the removal notice and the resolution from the share figures and the director's name the lawyer supplies, and leave blanks for the certificate provisions the lawyer has not marked. State law governs, and the lawyer confirms the governing state. For example, the Delaware General Corporation Law. Delaware is the most common state of incorporation.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- A classified board and cumulative voting change the vote. Read the certificate before the notice goes out.
- This is Delaware only. A corporation formed in another state uses that state's removal statute.
- State law governs; confirm the governing state before relying on this.

## Sources

- [Delaware General Corporation Law, Title 8, Chapter 1, Subchapter IV](https://delcode.delaware.gov/title8/c001/sc04/) (checked 2026-10-22)
- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*