§415-39 Resignation and removal of directors. (a) A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

(b) At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided for in this section. Any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against the director's removal would be sufficient to elect the director if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which the director is a part.

Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; gen ch 1985; am L 1987, c 135, §23]