§ 17-16-808 — Removal of directors by shareholders

(a) The shareholders may remove one (1) or more directors
with or without cause unless the articles of incorporation
provide that directors may be removed only for cause.
(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 his 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 only at
a meeting called for the purpose of removing the director and
the meeting notice shall state that the purpose, or one (1) of
the purposes, of the meeting is removal of the director.