Section 10A-2A-8.08

Removal of directors by stockholders.

(a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.

(b) If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove that director.

(c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the certificate of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if in the case of an action by written consent, the action is taken by less than unanimous consent.

(d) A director may be removed by the stockholders only at a meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.

(Act 2019-94, §1.)