§ 4-26-804 - Removal of directors.
4-26-804. Removal of directors.
(a) (1) At a shareholders' meeting called expressly for that purpose, directors may be removed in the manner provided in this section.
(2) The entire board of directors or any one (1) or more of the directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
(3) If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors.
(b) Whenever the holders of the shares of any class are entitled to elect one (1) or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
(c) When a director shall be removed, the resulting vacancy shall be filled by the shareholders and may be filled at the same shareholders' meeting at which the vacancy is created or at a subsequent meeting.