[havercosine]

Naive question. In my part of the world, board meetings for such consequential decisions can never be called out on such short notice. Board meeting has to be called ahead of time by days, all the board members must be given written agenda. They have to acknowledge in writing that they've got this agenda. If the procedures such as these aren't followed, the firing cannot stand in court of law. The number of days are configurable in the shareholders agreement, but it is definitely not 1 day.

Do things work differently in America?

[Zolde]

No. Apparently they had to give 48 hours notice for calling special teleconference meetings, and only Mira was notified (not a board member) and Greg was not even invited.

> at least four days before any such meeting if given by first-class mail or forty-eight hours before any such meeting if given personally, [] or by electronic transmission.

But the bylaws also state that a board member may be fired (or resign) at any time, not necessarily during a special meeting. So, technically (not a lawyer): Board gets majority to fire Sam and executes this decision, notifying Mira in advance of calling the special meeting. During the special meeting, Sam is merely informed that he has been let go already (is not a board member since yesterday). All board members were informed timely, since Sam was not a board member during the meeting.

[mcv]

I don't see how this kind of reasoning can possible hold up. How can board members not be invited to such an important decision? You can't say they don't have to be there because they won't be a board member after this decision; they're still a board member before the decision has been made to remove them.

If Ilya was on the side of Sam and Greg, the other 3 never had a majority. The only explanation is that Ilya voted with the other 3, possibly under pressure, and now regrets that decision. But even then it's weird to not invite Greg.

And if the vote happened in an illegitimate way, I'd expect Sam and Greg to immediately challenge it and ignore the decision, and that didn't happen.

[Zolde]

Everyone assumes that the vote must have happened during the special meeting, but the decision to fire the CEO/or CEO stepping down may happen at any time.

> if the vote happened in an illegitimate way, I'd expect Sam and Greg to immediately challenge it and ignore the decision, and that didn't happen.

So perhaps the vote was legit?

- Investigation concludes Sam has not been consistently candid.

- Board realizes it has a majority and cause to fire Sam and demote Greg.

- Informs remaining board members that they will have a special meeting in 48 hours to notify Sam and Greg.

Still murky, since Sam would have attended the meeting under assumption that he was part of the board (and still had his access badge, despite already being fired). Perhaps it is also possible to waive the 48 hours? Like: "Hey, here is a Google meet for a special meeting in a few hours, can we call it, or do we have to wait?"

[mcv]

If the vote was made when no one was there to see it, did it really happen? There's a reason to make these votes in meetings, because then you've got a record that it happened. I don't see how the board as a whole can make a decision without having a board meeting.

[Zolde]

Depending on jurisdiction and bylaws, the board may hold a pre-meeting, where informal consensus is reached, and potential for majority vote is gauged.

Since the bylaws state that the decision to fire the CEO may happen at any time (not required to be during a meeting), a plausible process for this would be to send a document to sign by e-mail (written consent), and have that formalize the board decision with a paper trail.

Of course, from an ethical, legal, collegial, and governance perspective that is an incredibly nasty thing to do. But if investigation shows signs of the CEO lacking candor, all transparency goes out of the window.

> But even then it's weird to not invite Greg.

After Sam was fired (with vote from Ilya "going along"), rest of the board did not need Ilya anymore for majority vote and removed Greg, demoting him to report to Mira. I suspect that board expected Greg to stay, since he was "invaluable" and that Mira would support their pick for next CEO, but things turned out differently.

Remember, Sam and Greg were blindsided, board had sufficient time to consult with legal counsel to make sure their moves were in the clear.

[jacquesm]

Haste is not something compatible with board activity unless the circumstances clearly demand it and that wasn't the case here.