§ 7-1.2-805. Removal of directors. (a) Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw adopted by the shareholders may provide for the removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series, or holders of bonds, voting as a class, when entitled by the provisions of the articles of incorporation.

(b) Unless the articles of incorporation provide that directors may be removed only for cause, any or all of the directors may be removed without cause by vote of the shareholders.

(c) The removal of directors, with or without cause, as provided in subsections (a) and (b) of this section is subject to the following:

(1) In the case of a corporation having cumulative voting, no director may be removed when the votes cast against his or her removal would be sufficient to elect him or her if voted cumulatively at an election at which the same total number of votes were cast and the entire board, or the entire class of directors of which he or she is a member, were then being elected; and

(2) When by the provisions of the articles of incorporation the holders of the shares of any class or series, or holders of bonds, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series or the holders of the bonds, voting as a class.

(d) An action to procure a judgment removing a director for cause 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 court having jurisdiction may bar from reelection any directors so removed for a period fixed by the court.

History of Section. (P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)