16-10a-808 - Removal of directors by shareholders. - Utah Statutes

16-10a-808. Removal of directors by shareholders.
(1) The shareholders may remove one or more directors with or without cause unless thearticles 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 thatvoting group may participate in the vote to remove him.
(3) If cumulative voting is in effect, a director may not be removed if the number ofvotes sufficient to elect the director under cumulative voting is voted against removal. Ifcumulative voting is not in effect, a director may be removed only if the number of votes cast toremove the director exceeds the number of votes cast against removal.
(4) A director may be removed by the shareholders only at a meeting called for thepurpose of removing the director and the meeting notice shall state that the purpose, or one of thepurposes, of the meeting is removal of the director.
(5) A director who is removed pursuant to this section may deliver to the division forfiling a statement to that effect pursuant to Section 16-10a-1608.

Amended by Chapter 378, 2010 General Session