Section 23-17-12-8 - Removal of director by vote of members(a) Members may remove a director elected by the members with or without cause unless articles of incorporation provide otherwise.(b) Except when otherwise provided in the articles of incorporation, if a director is elected by: (1) a class, chapter, or other organizational unit; or(2) region or other geographic grouping; the director may be removed only by the members of the class, chapter, unit, or grouping entitled to vote.
(c) Except as provided in section 10 of this chapter, a director may be removed under subsection (a) or (b) 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:(1) the number of votes; or(2) the director was elected by a class, chapter, unit, or grouping of members, the number of votes of the 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. The meeting notice must state that the purpose of the meeting is the removal of the director.(f) In determining if a director is protected from removal under subsection (b), (c), or (d), it is 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 the director's election.(g) An entire board of directors may be removed under subsections (a) through (e).As added by P.L. 179-1991, SEC.1. Amended by P.L. 96-1993, SEC.9.