Sec. 8. (a) Directors may be removed in any manner provided in the articles of incorporation. In addition, the shareholders or directors may remove one (1) or more directors for cause or, unless the articles of incorporation provide otherwise, without cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(c) A director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(d) A director may be removed by the shareholders, if the shareholders are otherwise authorized to do so, only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one (1) of the purposes, of the meeting, is removal of the director.
As added by P.L.14-1992, SEC.163.
Structure Indiana Code
Title 28. Financial Institutions
Article 13. Corporate Governance
Chapter 9. Board of Directors Generally
28-13-9-1. Necessity of Board; Powers
28-13-9-3. Size of Board; Articles and Bylaws; Annual Election of Directors
28-13-9-4. Election of Directors; Voting Groups; Classes of Shares
28-13-9-5. Terms of Office; Vacancies; Continuation Until Qualification of Successor
28-13-9-6. Staggering Terms; Groups of Directors; Expiration of Terms
28-13-9-7. Resignation; Notice; Effective Date