Voting Off a Board Member...How?

I, my wife, and soon to be ex-brother-in-law("STBEBIL"), started a business in 2000 and, to this day, make up its board of directors. We are incorporated in Delaware.

STBEBIL has --literally-- done nothing whatsoever. A fact he acknowledges. in fact, he still owes $3K on his initial investment. A fact he does not acknowledge. What do my wife & I have to do to vote him off the board of directors?

We are concerned that, if something were to happen to she or I, STBEBIL would have an equal voice in matters. So, what procedurally (or whatever) has to be done?

FYI: He owns 29% of the allocated shares, which we are not thrilled about, but believe that there is little we can do about it.

Under Sec. 216 of the Delaware corporations code, “Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.”
Under Sec. 216 of the Delaware corporations code, “Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors”

Therefore, since you have a majority of the shares, vote him out at your annual meeting, or by calling a special meeting as allowe under your articles or by laws.

Thanks!

Much appreciated. I had gone fishing last weekend with some college buddies and a guy I didn't know (a HS friend of theirs) and he was a corporate lawyer. He said exactly what you wrote!