[§414-198]  Removal of directors byshareholders.  (a)  The shareholders may remove one or more directors withor without cause unless the articles of incorporation provide that directorsmay be removed only for cause.

(b)  If a director is elected by a voting groupof shareholders, only the shareholders of that voting group may participate inthe vote to remove the director.

(c)  If cumulative voting is authorized, adirector may not be removed if the number of votes sufficient to elect thedirector under cumulative voting is voted against the director's removal.  Ifcumulative voting is not authorized, a director may be removed only if thenumber of votes cast to remove the director exceeds the number of votes castnot to remove the director.

(d)  A director may be removed by theshareholders only at a meeting called for the purpose of removing the directorand the meeting notice must state that the purpose, or one of the purposes, ofthe meeting is removal of the director. [L 2000, c 244, pt of §1]