10-808

10-808. Removal of directors by
shareholders

A. The shareholders may remove one or more directors with or without cause unless
the articles of incorporation provide that directors may be removed only for cause.

B. If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove the director.

C. If less than the entire board is to be removed, a director shall not be removed
if the number of votes sufficient to elect the director under cumulative voting is voted
against the director's removal.

D. A director may be removed by the shareholders only at a meeting, and the meeting
notice shall state that the purpose or one of the purposes of the meeting is removal of
the director.