Minn. Stat. § 308C.421

Current through 2024, c. 127

Section 308C.421 - [Effective 8/1/2025] REMOVAL OF DIRECTORS

Subdivision 1.Modification.

The provisions of this section apply unless modified by the articles or the bylaws.

Subd. 2.Removal by directors.

A director may be removed at any time, with or without cause, if:

(1) the director was named by the board to fill a vacancy;

(2) the members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and

(3) a majority of the remaining directors present affirmatively vote to remove the director.

Subd. 3.Removal by members.

Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the entire membership of record at any duly called annual meeting, or at any special meeting called for the purpose of removing or electing directors; provided that if a director has been elected solely by the occupant members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the occupant members for a director elected by the occupant members or of all membership interests of that class or series entitled to vote at an election of that director.

Subd. 4.Election of replacements.

New directors may be elected at a meeting at which directors are removed.

Minn. Stat. § 308C.421