Sec. 33-742. Removal of directors by shareholders.
Sec. 33-742. Removal of directors by shareholders. (a) The shareholders may
remove one or more directors with or without cause unless the certificate of incorporation
provides 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 him.
(c) If cumulative voting is authorized, a director may not be removed if the number
of votes sufficient to elect him under cumulative voting is voted against his removal. If
cumulative voting is not authorized, a director may be removed only if the number of
votes cast to remove him exceeds the number of votes cast not to remove him.
(d) A director may be removed by the shareholders only at a meeting called for the
purpose of removing him and the meeting notice must state that the purpose, or one of
the purposes, of the meeting is removal of the director.
(P.A. 94-186, S. 90, 215; P.A. 96-271, S. 66, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace "articles" of incorporation
with "certificate" of incorporation, effective January 1, 1997.