§ 16-6a-808 — Removal of directors.

(1) Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f).

(1)(a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.
(1)(b) If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.
(1)(c) Unless otherwise provided in the bylaws, a director may be removed:
(1)(c)(i) when the director is elected by the voting members, only if a majority of the voting members votes to remove the director; or
(1)(c)(ii) when the director is elected by a voting group, only if a majority of the voting group votes to remove the director.
(1)(d) A director elected by voting members may be removed by the voting members only:
(1)(d)(i) at a meeting called for the purpose of removing that director; and
(1)(d)(ii) if the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director.
(1)(e) An entire board of directors may be removed under Subsections (1)(a) through (d).
(1)(f) (1)(f)(i) Except as provided in Subsection (1)(f)(ii), a director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is set forth in the bylaws.
(1)(f)(ii) A director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members but not the board of directors.
(1)(g) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
(2) Unless otherwise provided in the bylaws:

(2)(a) an appointed director may be removed without cause by the person appointing the director;
(2)(b) the person described in Subsection (2)(a) shall remove the director by giving written notice of the removal to:
(2)(b)(i) the director; and
(2)(b)(ii) the nonprofit corporation; and
(2)(c) unless the written notice described in Subsection (2)(b) specifies a future effective date, a removal is effective when the notice is received by both:
(2)(c)(i) the director to be removed; and
(2)(c)(ii) the nonprofit corporation.
(3) A designated director, as provided in Subsection 16-6a-804(5), may be removed by an amendment to the bylaws deleting or changing the designation.
(4) Removal of a director under this section is not affected by Subsection 16-6a-805(5).

Legislative History

Amended by Chapter 240, 2015 General Session