§ 7222 – Removal Of Directors Without Cause

(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if:

1. In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033).
2. In a corporation with 50 or more members, the removal is approved by the members (Section 5034).
3. In a corporation with no members, the removal is approved by a majority of the directors then in office.

(b) Except for a corporation having no members, pursuant to Section 7310:

1. In a corporation in which the articles or bylaws authorize members to cumulate their votes pursuant to subdivision (a) of Section 7615, no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.
2. When by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class.
3. When by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping.

(c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office unless the reduction or amendment also provides for the removal of one or more specified directors.

(d) Except as provided in this section and Sections 7221 and 7223, a director may not be removed prior to the expiration of the director’s term of office.

(e) Where a director removed under this section or Section 7221 or 7223 was chosen by designation pursuant to subdivision (d) of Section 7220, then:

1. Where a different person may be designated pursuant to the governing article or bylaw provision, the new designation shall be made.
2. Where the governing article or bylaw provision contains no provision under which a different person may be designated, the governing article or bylaw provision shall be deemed repealed.

(f) For the purposes of this subdivision, “designator” means one or more designators. If by the provisions of the articles or bylaws a designator is entitled to designate one or more directors, then:

• Unless otherwise provided in the articles or bylaws at the time of designation, any director so designated may be removed without cause by the designator of that director.
• Any director so designated may only be removed under subdivision (a) with the written consent of the designator of that director.
• Unless otherwise provided in the articles or bylaws, the right to remove shall not apply if any of the following circumstances exist:
  1. The designator entitled to that right has died or ceased to exist.
  2. If that right is in the capacity of an officer, trustee, or other status, and the office, trust, or status has ceased to exist.

Index | Table of Contents