Title 14, Chapter 3, Section 808
( 14-3-808)
Unless the corporation's articles or bylaws provide otherwise: (1) The members may remove, with or without cause, one or more
directors elected by them; (2) If a director is elected by a class, chapter, or other
organizational unit or by region or other geographic grouping, the
director may be removed only by the members of that class,
chapter, unit, or grouping; (3) Except as provided in paragraph (9) of this Code section, a
director may be removed under paragraph (1) or (2) of this Code
section only if the number of votes cast to remove the director
would be sufficient to elect the director at a meeting to elect
directors; (4) If cumulative voting is authorized, a director may not be
removed if the number of votes, or if the director was elected by
a class, chapter, unit, or grouping of members, the director may
not be removed if the number of votes of that class, chapter,
unit, or grouping, sufficient to elect the director under
cumulative voting is voted against the director's removal; (5) A director elected by members may be removed by the members
only at a meeting called for the purpose of removing the director
and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the director; (6) In computing whether a director is protected from removal
under paragraphs (2) through (4) of this Code section, it should
be assumed that the votes against removal are cast in an election
for the number of directors of the class to which the director to
be removed belonged on the date of that director's election; (7) An entire board of directors may be removed under paragraphs
(1) through (5) of this Code section; (8) A director elected by the board may be removed with or without
cause by the vote of two-thirds of the directors then in office;
provided, however, that a director elected by the board to fill
the vacancy of a director elected by the members may be removed
without cause by the members, but not the board; and (9) If, at the beginning of a director's term on the board, the
articles or bylaws provide that the director may be removed for
missing a specified number of board meetings, the board may remove
the director for failing to attend the specified number of
meetings. The director may be removed only if a majority of the
directors then in office vote for the removal. |