Horn v. Kaupp

puted that the votes cast were correctly tabulated and Voelzke and Horn received the largest number of votes. Both accepted the offices to which they were elected and assumed their duties as members of the board of directors. 5

In our opinion the board of directors exceeded its authority when it declared the election void and unseated Horn. Horn had become a member of the board of directors. The general rule is stated in 19 Am.Jur.2d, Corporation, § 1107, p. 547:

"As regards officers elected by the corporation itself, there is no implied power of removal vested in the directors. Officers so…