Removal of Chairman of the company and committee/society

Where the chairman of the board has been appointed at a meeting of the board, he can also be removed by the board at its meetings. In the case of a general meeting, there may even be a poll demanded on the appointment of the chairman, which would then need to be moved forthwith.

Members can also propose a motion of no confidence, which can be seconded by another member and if put to vote and passed by a majority, the chairman will be removed. However, the chairman will have a right of representation before it put to vote.

Generally, the constitution documents of the company will not name of specific person to be the chairman. It may however, provide that the chairman would be a nominee of a particular stakeholder- be it the holding company or the founder or the lead investor. If this happens, the board can remove the chairman and replace him only with the nominee of the stake holder as provided in the articles.

For obvious reasons of conflict of interest, the proposed chairman cannot participate in the discussions or voting related to his appointment and the existing chairman cannot participate in the discussion or voting related to his removal. The resignation from directorship of the company would almost, in all cases involve resignation from the chairmanship except in case of the chairman emeritus position, as already discussed.

The chairman's position can sometimes become crucial on account of the power of the casting vote which has been granted to him. Where specific stakeholders believe that such a power cannot be given in the hands of a certain person, they might request for an agenda item to remove the chairman and if the majority of the directors present at the meeting and entitled to vote so decide, the chairman will be removed.

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