[§414-198]  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 cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect the
director under cumulative voting is voted against the director's removal.  If
cumulative voting is not authorized, a director may be removed only if the
number of votes cast to remove the director exceeds the number of votes cast
not to remove the director.



(d)  A director may be removed by the
shareholders 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. [L 2000, c 244, pt of §1]