Title 14, Chapter 2, Section 808
( 14-2-808)
(a) The shareholders may remove one or more directors with or
without cause unless the articles of incorporation or a bylaw
adopted by the shareholders 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 by a
majority of the votes entitled to be cast. (d) If the directors have staggered terms as provided in Code Section 14-2-806, directors may be removed only for cause, unless the articles of incorporation or a bylaw adopted by the shareholders provides otherwise. (e) 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. |