10-3808

10-3808. Removal of directors elected by
members or directors

A. A director may be removed from office pursuant to any procedure provided in the
articles of incorporation or bylaws.

B. If the articles of incorporation or bylaws do not provide a procedure for
removal of a director from office:

1. The members may remove one or more directors elected by them with or without
cause unless the articles of incorporation provide that directors may be removed only for
cause.

2. If a director is elected by a class, chapter, region or other organizational or
geographic unit or grouping only the members of that class, chapter, region, unit or
grouping may participate in the vote to remove the director.

3. Except as provided in paragraph 9, a director may be removed under paragraph 1
or 2 only if the number of votes cast to remove the director would be sufficient to elect
the director at a meeting to elect directors.

4. 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, region, unit or grouping of
members, the number of votes of that class, chapter, region, unit or grouping, sufficient
to elect the director under cumulative voting is voted against the director's removal.

5. A director elected by members may be removed by the members at a meeting by
written consent or by written ballot of the members authorized to vote on such
removal. If the removal is to occur at a meeting, the meeting notice shall state that
the purpose or one of the purposes of the meeting is removal of the director.

6. In computing whether a director is protected from removal under paragraphs 2
through 4, it is 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.

7. An entire board of directors may be removed under paragraphs 1 through 5.

8. Except as provided in subsection C, a director elected by the board may be
removed with or without cause by the vote of two-thirds of the directors then in office
or any greater number as is set forth in the articles of incorporation or bylaws.

9. If, at the beginning of a director's term on the board of directors, the
articles of incorporation or bylaws provide that the director may be removed for missing
a specified number of meetings of the board of directors, the board of directors 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 vote for the removal.

C. Notwithstanding subsection B, paragraph 8, a director elected by the board to
fill the vacancy of a director elected by the members may be removed with or without
cause by the members, but not by the board of directors.