§ 17-19-808 — Removal of directors elected by members or directors

Wyoming § 17-19-808

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

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(a) The members may remove one (1) or more directors
elected by them without cause.
(b) If a director is elected by a class, chapter or other
organizational unit or by region or other geographic grouping,
the director may be removed only by the members of that class,
chapter, unit or grouping.
(c) Except as provided in subsection (j) of this section,
a director may be removed under subsection (a) or (b) of this
section only if the number of votes cast to remove the director
would be sufficient to elect the director at a meeting to elect
directors.
(d) If cumulative voting is authorized, a director may not
be removed if the number of votes, or if the director was
elected by a class, chapter, unit or grouping of members, the
number of votes of that class, chapter, unit or grouping,
sufficient to elect the director under cumulative voting is
voted against the director's removal.
(e) A director elected by members may be removed by the
members 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.
(f) In computing whether a director is protected from
removal under subsections (b) through (d) of this section, it
should be assumed that the votes against removal are cast in an
election for the number of directors of the class to which the
director to be removed belonged on the date of that director's
election.
(g) An entire board of directors may be removed under
subsections (a) through (e) of this section.
(h) A director elected by the board may be removed without
cause by the vote of two-thirds (2/3) of the directors then in
office or any greater number as is set forth in the articles or
bylaws; provided, however, that a director elected by the board
to fill the vacancy of a director elected by the members may be
removed without cause by the members, but not by the board.
(j) If, at the beginning of a director's term on the
board, the articles or bylaws provide that the director may be
removed for missing a specified number of board meetings, the
board may remove the director for failing to attend the
specified number of meetings. The director may be removed only
if a majority of the directors then in office vote for the
removal.
(k) The articles or bylaws of a religious corporation may:
(i) Limit the application of this section; and
(ii) Set forth the vote and procedures by which the
board or any person may remove with or without cause a director
elected by the members or the board.