Removal of directors
|617.0808 Removal of directors.--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:
(1) Any member of the board of directors may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership.
(2) The notice of a meeting of the members to recall a member or members of the board of directors shall state the specific directors sought to be removed.
(3) A proposed removal of a director at a meeting shall require a separate vote for each board member sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each board member to be removed.
(4) If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.
(5) Any director who is removed from the board shall not be eligible to stand for reelection until the next annual meeting of the members.
(6) Any 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.
(7) If a director who is removed shall 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.