§ 706 — Removal of directors

New York § 706

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 7: Directors and Officers

Text

§ 706. Removal of directors.\n (a) Except as limited in paragraph (c), any or all of the directors\nmay be removed for cause by vote of the members, or by vote of the\ndirectors provided there is a quorum of not less than a majority present\nat the meeting of directors at which such action is taken.\n (b) Except as limited in paragraph (c), if the certificate of\nincorporation or the by-laws so provide, any or all of the directors may\nbe removed without cause by vote of the members.\n (c) The removal of directors, with or without cause, as provided in\nparagraphs (a) and (b) is subject to the following:\n (1) In the case of a corporation having cumulative voting, no director\nmay be removed when the votes cast against his removal would be\nsufficient to elect him if voted cumulatively at an election at which\nthe same total number of votes were cast and the entire board, or the\nentire class of directors of which he is a member, were then being\nelected; and\n (2) When by the provisions of the certificate of incorporation or the\nby-laws the members of any class or group, or the holders of bonds,\nvoting as a class, are entitled to elect one or more directors, any\ndirector so elected may be removed only by the applicable vote of the\nmembers of that class or group, or the holders of such bonds, voting as\na class.\n (d) An action to procure a judgment removing a director for cause may\nbe brought by the attorney-general or by ten percent of the members\nwhether or not entitled to vote. The court may bar from re-election any\ndirector so removed for a period fixed by the court.\n