(a) 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
(b) When by the provisions of the organization certificate the holders
of the shares of any class or series, 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, voting as a class.
4. This section does not affect the powers of the superintendent under
section forty-one of this chapter.
Structure New York Laws
Title 7 - Directors and Officers
7001 - Board of Directors; Qualifications and Disqualifications.
7002 - Number of Directors; Definition of "Entire Board".
7003 - Election and Tenure of Directors.
7004 - Classification of Directors.
7005 - Vacancies and Newly Created Directorships.
7009 - Greater Requirement as to Quorum and Vote of Directors.
7010 - Place and Time of Meetings of the Board.
7011 - Notice of Board Meetings; Waiver; Adjournment.
7012 - Executive Committee and Other Committees.
7015 - Duty of Directors and Officers; Oath of Directors.
7016 - Liability of Directors in Certain Cases.
7017 - Actions Against Directors and Officers for Misconduct.
7018 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
7019 - Authorization for Indemnification of Directors and Officers.
7020 - Payment of Indemnification Other Than by Court Award.
7021 - Indemnification of Directors and Officers by a Court.
7022 - Other Provisions Affecting Indemnification of Directors and Officers.
7023 - Insurance for Idemnification of Directors and Officers.