§ 8.08. Removal of directors elected by members or directors
(a) The members may remove one or more directors elected by them without cause.
(b) If a director is elected by a class, chapter, or other organizational unit, or by
region or other geographic grouping, the director may be removed only by the members
of that class, chapter, unit or grouping.
(c) Except as provided in subsection (i) of this section, a director may be removed under
subsection (a) or (b) of this section only if the number of votes cast to remove the
director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if the number of
votes, or if the director was elected by a class, chapter, unit, or grouping of members,
the number of votes of that class, chapter, unit, or grouping, sufficient to elect
the director under cumulative voting is voted against the director’s removal.
(e) A director elected by members may be removed by the members only at a meeting called
for the purpose of removing the director and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of the director.
(f) In computing whether a director is protected from removal under subsections (b) through
(d) of this section, it should be assumed that the votes against removal are cast
in an election for the number of directors of the class to which the director to be
removed belonged on the date of that director’s election.
(g) An entire board of directors may be removed under subsections (a) through (e) of this
section.
(h) The board of directors of a corporation may remove a director without cause who has
been elected by the board by the vote of two-thirds of the directors then in office
or such greater number as is set forth in the articles of incorporation or bylaws.
(i) If at the beginning of a director’s term on the board, the articles of incorporation
or bylaws provide that the director may be removed for missing a specified number
of board meetings, the board may remove the director for failing to attend the specified
number of meetings. The director may be removed only if a majority of the directors
then in office votes for the removal. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)