[§414D-138]  Removal of directors elected bymembers or directors.  (a)  The members may remove one or more directorselected by them without cause unless otherwise provided in the articles orbylaws.

(b)  If a director is elected by a class,chapter, or other organizational unit, or by region or other geographicgrouping, the director may be removed only by the members of that class,chapter, unit, or grouping.

(c)  Except as provided in subsection (i), adirector may be removed under subsection (a) or (b) only if the number of votescast to remove the director would be sufficient to elect the director at ameeting to elect directors.

(d)  If cumulative voting is authorized, adirector may not be removed if the number of votes, or if the director was electedby a class, chapter, unit, or grouping of members, the number of votes of thatclass, chapter, unit, or grouping, sufficient to elect the director undercumulative voting is voted against the director's removal.

(e)  A director elected by members may beremoved by the members only at a meeting called for the purpose of removing thedirector and the meeting notice must state that the purpose, or one of thepurposes, of the meeting is removal of the director.

(f)  In computing whether a director is protectedfrom removal under subsections (b) to (d), it should be assumed that the votesagainst removal are cast in an election for the number of directors of theclass to which the director to be removed belonged on the date of thatdirector's election.

(g)  An entire board of directors may beremoved under subsections (a) to (e).

(h)  A director elected by the board may beremoved without cause by the vote of two-thirds of the directors then in officeor such greater number as is set forth in the articles or bylaws; provided thata director elected by the board to fill the vacancy of a director elected bythe members may be removed without cause by the members, but not the board.

(i)  If, at the beginning of a director's termon the board, the articles or bylaws provide that the director may be removedfor missing a specified number of board meetings, the board may remove thedirector for failing to attend the specified number of meetings.  The directormay be removed only if a majority of the directors then in office vote for theremoval. [L 2001, c 105, pt of §1]