N.Y. Business Corporation Law § 706: Removal of directors

§ 706. Removal of directors.

(a) Any or all of the directors may be removed for cause by vote of

the shareholders. The certificate of incorporation or the specific

provisions of a by-law adopted by the shareholders 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, or holders of bonds, voting as a class, when so

entitled by the provisions of the certificate of incorporation.

(b) If the certificate of incorporation or the by-laws so provide, any

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

shareholders.

(c) The removal of directors, with or without cause, as provided in

paragraphs (a) and (b) is subject to the following:

(1) 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

(2) When by the provisions of the certificate of incorporation the

holders of the shares of any class or series, or holders of bonds,

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, or the holders of such

bonds, voting as a class.

(d) An action to procure a judgment removing a director for cause may

be brought by the attorney-general or by the holders of ten percent of

the outstanding shares, whether or not entitled to vote. The court may

bar from re-election any director so removed for a period fixed by the

court.