§ 7-1.2-805 - Removal of directors.
SECTION 7-1.2-805
§ 7-1.2-805 Removal of directors. –(a) Any or all of the directors may be removed for cause by vote of theshareholders. The articles of incorporation or the specific provisions of abylaw adopted by the shareholders may provide for the removal by action of theboard, except in the case of any director elected by cumulative voting, or bythe holders of the shares of any class or series, or holders of bonds, votingas a class, when entitled by the provisions of the articles of incorporation.
(b) Unless the articles of incorporation provide thatdirectors may be removed only for cause, any or all of the directors may beremoved without cause by vote of the shareholders.
(c) The removal of directors, with or without cause, asprovided in subsections (a) and (b) of this section is subject to the following:
(1) In the case of a corporation having cumulative voting, nodirector may be removed when the votes cast against his or her removal would besufficient to elect him or her if voted cumulatively at an election at whichthe same total number of votes were cast and the entire board, or the entireclass of directors of which he or she is a member, were then being elected; and
(2) When by the provisions of the articles of incorporationthe holders of the shares of any class or series, or holders of bonds, votingas a class, are entitled to elect one or more directors, any director soelected may be removed only by the applicable vote of the holders of the sharesof that class or series or the holders of the bonds, voting as a class.
(d) An action to procure a judgment removing a director forcause may be brought by the attorney general or by the holders of ten percent(10%) of the outstanding shares, whether or not entitled to vote. The courthaving jurisdiction may bar from reelection any directors so removed for aperiod fixed by the court.