Title 7, Chapter 1, Section 485
(a) The entire board of directors or an individual director may be
removed without cause by the vote of shareholders entitled to cast
at least a majority of the votes which all shareholders would be
entitled to cast at an annual election of directors.
(b) The board may remove a director from office if:
(1) He is adjudicated an incompetent by a court or is convicted of
(2) He does not, within 60 days after his election or such longer
time as the bylaws may specify, accept the office in writing or by
attendance at a meeting and fulfill other requirements for holding
(3) He fails to attend regular meetings of the board for six
successive meetings without having been excused by the board; or
(4) He was an employee or duly elected officer of the bank or
trust company and was discharged or resigned at the request of the
board for reasons relating to performance of duties as an employee
or officer of the bank or trust company.
(c) Vacancies in the board of directors, whether caused by removal
or otherwise and including vacancies resulting from an increase in
the number of directors, may be filled by the remaining members of
the board, even though less than a quorum. Each director so elected
shall be a director until his successor is elected by the
shareholders, who shall make such election at the next annual
meeting of shareholders or at any special meeting called for that
purpose prior thereto.