A CEO Told “You Don’t Belong” at Board Meeting — She Fires the Entire Board

A CEO Told “You Don’t Belong” at Board Meeting — She Fires the Entire Board

Chapter 12

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"I would be disappointed if you didn't," Angela answered.

Two days before the shareholder vote, Maria accepted the offer in principle, subject to board approval and the completion of the ownership transition. Angela placed the signed letter in her black notebook. It sat beside the photograph of two young women outside Harvard, laughing into the wind as if the future were something they could persuade to open for them.

Now, in the Thornfield boardroom, that future was opening in a less graceful way. Hawthorne had finally recognized the woman he had insulted. Martin Vale was reading the written consent for the third time, and Evelyn Park was checking the independent inspector's acknowledgment. The security officers stood by the door waiting for instructions that no longer seemed certain to come from the man who had called them.

Angela looked at the people around the table and thought of Maria, Daniel, Maria Gonzalez, and every employee whose good work had disappeared inside a system that preferred familiar faces to difficult questions. Then she pulled out the next folder. Ownership was only the beginning. A corporation could change hands in an afternoon; changing what people experienced inside it would take much longer.

Hawthorne reached for his phone with hands that were only slightly less steady than his voice. He wanted to call the bank that had financed his last major stock purchase, then the company secretary, then somebody in government who might explain why his boardroom had become unfamiliar territory. He did not seem to notice that the person most capable of answering his questions was already standing near the door with the shareholder records. Evelyn Park had prepared for this moment as diligently as she prepared for every ordinary meeting, though the chairman had spent years treating her as little more than an extension of the calendar.

"Evelyn," Angela said, "could you explain what was delivered to the registered office?"

Evelyn cleared her throat. "The stockholder written consent was received at ten forty-seven this morning and acknowledged by the registered agent. Counsel reviewed the applicable bylaws and voting requirements before delivery. The shareholder group holds sufficient votes, and the inspector has certified the result. The consent removes the directors named in the schedule and elects the seven individuals listed on the following pages."

Martin Vale closed his eyes. "I need to verify the accompanying certifications," he said. "But assuming they're authentic, the existing directors no longer have authority to take the Henderson vote."

"They're authentic," Evelyn said.

Hawthorne looked at her as if she had betrayed him. "You knew?"

"I tried to tell you, sir," Evelyn answered, and for the first time in all the years she had worked there she did not apologize for interrupting.

Webb leaned toward Angela. "You can't simply buy a company and throw out its directors because you dislike their manners."

"No," Angela said. "A change in ownership doesn't put anybody above governance law. We followed the process your company approved. Your manners brought us to this conversation, but your shareholders' votes brought us to the transition. Those are different things."

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A CEO Told “You Don’t Belong” at Board Meeting — She Fires the Entire Board

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