Also known as: amotions · amoted · amoting · removal from office
Written by attorneys — see sources below.
Removal of a person from an office or position. At common law the procedure permitted shareholders to remove a corporate director for cause through a formal process that protected directors from arbitrary shareholder interference.
Alexandra Armstrong, a sitting judge, also served as manager for a private real estate company and signed contracts and deeds on its behalf. The judicial conduct commission investigated and concluded that her dual role compromised judicial independence. The commission ordered her amotion from the bench.
Aaron Adams, a state judge, engaged in repeated illegal drug use and missed numerous court dates despite entering treatment programs. The judicial conduct board found that his conduct prejudiced the administration of justice and constituted gross dereliction of duty. The board ordered his amotion and denied retirement benefits.
Amelia Amari, an officer of a federal oversight board, challenged her potential amotion by the President. The Supreme Court examined whether statutory limits on presidential removal authority violated separation of powers. The Court held that the President retained sufficient authority to effect the amotion.
In 2002 Congress enacted the Sarbanes-Oxley Act, which created the Public Company Accounting Oversight Board as a five-member entity appointed by the Securities and Exchange Commission. The Board oversees audits of public companies and possesses authority to inspect registered accounting firms, initiate investigations, and issue sanctions. Beckstead and Watts, LLP, a Nevada accounting firm, registered with the Board. The Board inspected the firm, released a report critical of its auditing procedures, and began a formal investigation. Free Enterprise Fund, a nonprofit organization of which the firm is a member, and Beckstead and Watts sued the Board and its members, the Commission, and the United States in federal district court. They sought declaratory and injunctive relief alleging that the Board's structure violated the Constitution. The district court determined it had jurisdiction and granted summary judgment to the defendants. The Court of Appeals for the District of Columbia Circuit affirmed the district court's judgment in full. The Supreme Court granted certiorari.
View caseAmotion removes an officer from position while disfranchisement removes a member from the corporation entirely. An officer removed for cause may still remain a member of the corporation.
No. Every state now permits shareholders to remove directors for cause and most states permit removal without cause. The common-law amotion procedure has been replaced by simpler statutory mechanisms.
Yes. Corporate law vests the board with authority to remove officers at any time with or without cause unless the bylaws or a contract provide otherwise. Removal from office does not affect separate contract rights.
Supporting sources
…exception of the general “vesting” and “take care” language, the Constitution is completely “silent with respect to the power of removal from office.” Ex parte Hennen , 13 Pet. 230, 258 (1839); see also Morrison, supra , at 723 (Scalia, J., dissenting) (“There is, of course, no provision in the Constitution stating who may remove…