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



(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), a
director may be removed under subsection (a) or (b) 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) to (d), 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) to (e).



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



(i)  If, at the beginning of a director's term
on the board, the articles 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 vote for the
removal. [L 2001, c 105, pt of §1]