KRS 271B.8-080: Removal of directors by shareholders.

(1) The shareholders may remove one (1) or more directors with or without cause,

unless the articles of incorporation provide that directors may be removed only for

cause.

(2) If a director is elected by a voting group of shareholders, only the shareholders of

that voting group may participate in the vote to remove him or her.

(3) If cumulative voting is authorized, a director shall not be removed if the number of

votes sufficient to elect him or her under cumulative voting is voted against his or

her removal. If cumulative voting is not authorized, a director shall be removed only

if the number of votes cast to remove him or her exceeds the number of votes cast

not to remove him or her.

(4) A director shall be removed by the shareholders only at a meeting calle d for the

purpose of removing him or her, and the meeting notice shall state that the purpose,

or one (1) of the purposes, of the meeting is removal of the director.