§ 55-8-08. Removal of directors by shareholders.
§55‑8‑08. Removal of directors by shareholders.
(a) The shareholdersmay remove one or more directors with or without cause unless the articles ofincorporation provide that directors may be removed only for cause.
(b) If a director iselected by a voting group of shareholders, only the shareholders of that votinggroup may participate in the vote to remove him.
(c) If cumulativevoting is authorized, unless the entire board of directors is to be removed, adirector may not be removed if the number of votes sufficient to elect himunder cumulative voting is voted against his removal. If cumulative voting isnot authorized, a director may be removed only if the number of votes cast toremove him exceeds the number of votes cast not to remove him.
(d) A director may notbe removed by the shareholders at a meeting unless the notice of the meetingstates that the purpose, or one of the purposes, of the meeting is removal ofthe director.
(e) Unless otherwiseprovided in the articles of incorporation or a bylaw adopted by theshareholders, the entire board of directors may be removed from office with orwithout cause by the affirmative vote of a majority of the votes entitled to becast at any election of directors. (1955, c. 1371, s. 1; 1959,c. 1316, s. 34; 1973, c. 469, s. 7; 1989, c. 265, s. 1; 1991, c. 645, s. 6.)