§55A‑8‑08. Removal of directors elected by members or directors.
(a) The members mayremove one or more directors elected by them with or without cause unless thearticles of incorporation provide that directors may be removed only for cause.
(b) If a director iselected by a class, chapter or other organizational unit, or by region or othergeographic grouping, the director may be removed only by that class, chapter,unit, or grouping.
(c) Except as providedin 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 thedirector would be sufficient to elect the director at a meeting to electdirectors.
(d) If cumulativevoting is authorized, a director shall not be removed:
(1) If the number ofvotes; or
(2) If the director waselected by a class, chapter, unit, or grouping of members, the number of votesof that class, chapter, unit, or grouping;
sufficient to elect the directorunder cumulative voting, if an election were then being held, is voted againstthe director's removal.
(e) A director electedby members may be removed by the members only at a meeting called for thepurpose of removing the director and the meeting notice shall state that thepurpose, or one of the purposes, of the meeting is removal of the director.
(f) In computingwhether a director is protected from removal under subsections (b) through (d)of this section, it should be assumed that the votes against removal are castin an election for the number of directors of the class to which the directorto be removed belonged on the date of that director's election.
(g) An entire board ofdirectors may be removed under subsections (a) through (e) of this section.
(h) A majority of thedirectors then in office or such greater number as is set forth in the articlesof incorporation or bylaws may, subject to any limitation in the articles ofincorporation or bylaws, remove any director elected by the board of directors;provided, however, that a director elected by the board to fill the vacancy ofa director elected by the members may be removed by the members, but not theboard.
(i) Notwithstandingany other provision of this section, if, at the beginning of a director's termon the board of directors, the articles of incorporation or bylaws provide thatthe director may be removed by the board for missing a specified number ofboard meetings, the board may remove the director for failing to attend thespecified number of meetings. The director may be removed only if a majorityof the directors then in office vote for the removal.
(j) Notwithstandingany other provision of this section, the articles of incorporation or bylawsmay provide that directors elected after the effective date of such provisionshall be removed automatically for missing a specified number of boardmeetings.
(k) The articles ofincorporation may:
(1) Limit theapplication of this section in the case of a charitable or religiouscorporation; and
(2) Set forth the voteand procedures by which the board of directors or any person may remove with orwithout cause a director elected by the members or the board. (1955,c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19‑21;1993, c. 398, s. 1.)
§55A‑8‑08. Removal of directors elected by members or directors.
(a) The members mayremove one or more directors elected by them with or without cause unless thearticles of incorporation provide that directors may be removed only for cause.
(b) If a director iselected by a class, chapter or other organizational unit, or by region or othergeographic grouping, the director may be removed only by that class, chapter,unit, or grouping.
(c) Except as providedin 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 thedirector would be sufficient to elect the director at a meeting to electdirectors.
(d) If cumulativevoting is authorized, a director shall not be removed:
(1) If the number ofvotes; or
(2) If the director waselected by a class, chapter, unit, or grouping of members, the number of votesof that class, chapter, unit, or grouping;
sufficient to elect the directorunder cumulative voting, if an election were then being held, is voted againstthe director's removal.
(e) A director electedby members may be removed by the members only at a meeting called for thepurpose of removing the director and the meeting notice shall state that thepurpose, or one of the purposes, of the meeting is removal of the director.
(f) In computingwhether a director is protected from removal under subsections (b) through (d)of this section, it should be assumed that the votes against removal are castin an election for the number of directors of the class to which the directorto be removed belonged on the date of that director's election.
(g) An entire board ofdirectors may be removed under subsections (a) through (e) of this section.
(h) A majority of thedirectors then in office or such greater number as is set forth in the articlesof incorporation or bylaws may, subject to any limitation in the articles ofincorporation or bylaws, remove any director elected by the board of directors;provided, however, that a director elected by the board to fill the vacancy ofa director elected by the members may be removed by the members, but not theboard.
(i) Notwithstandingany other provision of this section, if, at the beginning of a director's termon the board of directors, the articles of incorporation or bylaws provide thatthe director may be removed by the board for missing a specified number ofboard meetings, the board may remove the director for failing to attend thespecified number of meetings. The director may be removed only if a majorityof the directors then in office vote for the removal.
(j) Notwithstandingany other provision of this section, the articles of incorporation or bylawsmay provide that directors elected after the effective date of such provisionshall be removed automatically for missing a specified number of boardmeetings.
(k) The articles ofincorporation may:
(1) Limit theapplication of this section in the case of a charitable or religiouscorporation; and
(2) Set forth the voteand procedures by which the board of directors or any person may remove with orwithout cause a director elected by the members or the board. (1955,c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19‑21;1993, c. 398, s. 1.)
§55A‑8‑08. Removal of directors elected by members or directors.
(a) The members mayremove one or more directors elected by them with or without cause unless thearticles of incorporation provide that directors may be removed only for cause.
(b) If a director iselected by a class, chapter or other organizational unit, or by region or othergeographic grouping, the director may be removed only by that class, chapter,unit, or grouping.
(c) Except as providedin 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 thedirector would be sufficient to elect the director at a meeting to electdirectors.
(d) If cumulativevoting is authorized, a director shall not be removed:
(1) If the number ofvotes; or
(2) If the director waselected by a class, chapter, unit, or grouping of members, the number of votesof that class, chapter, unit, or grouping;
sufficient to elect the directorunder cumulative voting, if an election were then being held, is voted againstthe director's removal.
(e) A director electedby members may be removed by the members only at a meeting called for thepurpose of removing the director and the meeting notice shall state that thepurpose, or one of the purposes, of the meeting is removal of the director.
(f) In computingwhether a director is protected from removal under subsections (b) through (d)of this section, it should be assumed that the votes against removal are castin an election for the number of directors of the class to which the directorto be removed belonged on the date of that director's election.
(g) An entire board ofdirectors may be removed under subsections (a) through (e) of this section.
(h) A majority of thedirectors then in office or such greater number as is set forth in the articlesof incorporation or bylaws may, subject to any limitation in the articles ofincorporation or bylaws, remove any director elected by the board of directors;provided, however, that a director elected by the board to fill the vacancy ofa director elected by the members may be removed by the members, but not theboard.
(i) Notwithstandingany other provision of this section, if, at the beginning of a director's termon the board of directors, the articles of incorporation or bylaws provide thatthe director may be removed by the board for missing a specified number ofboard meetings, the board may remove the director for failing to attend thespecified number of meetings. The director may be removed only if a majorityof the directors then in office vote for the removal.
(j) Notwithstandingany other provision of this section, the articles of incorporation or bylawsmay provide that directors elected after the effective date of such provisionshall be removed automatically for missing a specified number of boardmeetings.
(k) The articles ofincorporation may:
(1) Limit theapplication of this section in the case of a charitable or religiouscorporation; and
(2) Set forth the voteand procedures by which the board of directors or any person may remove with orwithout cause a director elected by the members or the board. (1955,c. 1230; 1973, c. 192, ss. 1, 2; 1985 (Reg. Sess., 1986), c. 801, ss. 19‑21;1993, c. 398, s. 1.)
