N.Y. Banking Law § 7006: Removal of directors

§ 7006. Removal of directors. 1. Any or all of the directors may be

removed for cause by vote of the stockholders. The organization

certificate or the specific provisions of a by-law adopted by the

stockholders may provide for such removal by action of the board, except

in the case of any director elected by cumulative voting, or by the

holders of the shares of any class or series, voting as a class, when so

entitled by the provisions of the organization certificate.

2. If the organization certificate or the by-laws so provide, any or

all of the directors may be removed without cause by vote of the

stockholders.

3. The removal of directors, with or without cause, as provided in

subdivisions one and two, is subject to the following:

(a) In the case of a corporation having cumulative voting, no director

may be removed when the votes cast against his removal would be

sufficient to elect him if voted cumulatively at an election at which

the same total number of votes were cast and the entire board, or the

entire class of directors of which he is a member, were then being

elected; and

(b) When by the provisions of the organization certificate the holders

of the shares of any class or series, voting as a class, are entitled to

elect one or more directors, any director so elected may be removed only

by the applicable vote of the holders of the shares of that class or

series, voting as a class.

4. This section does not affect the powers of the superintendent under

section forty-one of this chapter.