§ 23-1-33-8 — Removal

(a) Directors may be removed in any manner
provided in the articles of incorporation. In addition, the shareholders
or directors may remove one (1) or more directors with or without
cause unless the articles of incorporation provide otherwise.
(b) If a director is elected by a voting group of shareholders, only
the shareholders of that voting group may participate in the vote to
remove that director.
(c) If cumulative voting is authorized, a director may not be
removed if the number of votes sufficient to elect the director under
cumulative voting is voted against the director's removal. If cumulative
voting is not authorized, a director may be removed only if the number
of votes cast to remove the director exceeds the number of votes cast
not to remove the director.
(d) A director may be removed by the shareholders, if they are
otherwise authorized to do so, only at a meeting called for the purpose
of removing the director and the meeting notice must state that the
purpose, or one (1) of the purposes, of the meeting is removal of the
director.

Legislative History

As added by P.L.149-1986, SEC.17.