N.Y. Not-for-Profit Corporation Law § 706: Removal of directors

§ 706. Removal of directors.

(a) Except as limited in paragraph (c), any or all of the directors

may be removed for cause by vote of the members, or by vote of the

directors provided there is a quorum of not less than a majority present

at the meeting of directors at which such action is taken.

(b) Except as limited in paragraph (c), 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 members.

(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 or the

by-laws the members of any class or group, or the 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

members of that class or group, 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 ten percent of the members

whether or not entitled to vote. The court may bar from re-election any

director so removed for a period fixed by the court.