1(1) 2Subject to subsection (2), a director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws, which shall provide the following, and if they do not do so, shall be deemed to include the following:44(a) 45Any member of the board of directors may be removed from office with or without cause by:621. 63Except as provided in paragraph (i), a majority of all votes of the directors, if the director was elected or appointed by the directors; or
882. 89A majority of all votes of the members, if the director was elected or appointed by the members.
107(b) 108If 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. However:1451. 146A director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors, except as provided in subparagraphs 2. and 3.
1832. 184If 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 the removal of the director.
2163. 217If at the beginning of the term of a director the articles of incorporation 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.
282(c) 283The notice of a meeting to recall a member or members of the board of directors shall state the specific directors sought to be removed.
308(d) 309A proposed removal of a director at a meeting shall require a separate vote for each director whose removal is sought. Where removal is sought by written consent, a separate consent is required for each director to be removed.
348(e) 349If removal is effected at a meeting, any vacancies created shall be filled by the members or directors eligible to vote for the removal.
373(f) 374Any director who is removed from the board is not eligible to stand for reelection until the next annual meeting at which directors are elected.
399(g) 400Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the corporation in his or her possession.
428(h) 429If a director who is removed does not relinquish his or her office or turn over records as required under this section, the circuit court in the county where the corporation’s principal office is located may summarily order the director to relinquish his or her office and turn over corporate records upon application of any member.
485(i) 486A director elected or appointed by the board may be removed without cause by a vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws.
