§ 10-33-36 — Nonjudicial removal of directors

1. This section applies unless a different method of removal is provided for in the articles
or bylaws.
2. With respect to an elected director:
a. If there is a member with voting rights:
(1) A director may be removed by the board at any time, with or without cause,
if:
(a) The director was named by the board to fill a vacancy;
(b) The members with voting rights have not elected directors in the
interval between the time of the appointment to fill the vacancy and
the time of the removal; and
(c) A majority of the remaining directors present affirmatively vote to
remove the director.
(2) A director may be removed at any time, with or without cause, by those
members eligible to elect the director.
b. If there is no member with voting rights, a director may be removed at any time,
with or without cause, by those directors eligible to elect the director.
3. With respect to an appointed director:
a. Except as otherwise provided in the articles or bylaws, an appointed director may
be removed without cause by the person appointing the director.
b. The person removing the director shall do so by giving written notice of the
removal to the director and either the presiding officer of the board or the
corporation's president or secretary.
c. A removal is effective when the notice is effective unless the notice states a future
effective date.
4. A new director may be elected at a meeting at which a director is removed.