(a) Any officer elected or appointed by the board may be removed by
the board with or without cause. An officer elected by the members or a
class of members may be removed, with or without cause, only by the vote
of the members or such class of members, but his authority to act as an
officer may be suspended by the board for cause.
(b) The removal of an officer without cause shall be without prejudice
to his contract rights, if any. The election or appointment of an
officer shall not of itself create contract rights.
(c) An action to procure a judgment removing an officer for cause may
be brought by the attorney-general, by any director, by ten percent of
the members, whether or not entitled to vote, or by the holders of ten
percent of the face value of the outstanding capital certificates,
subvention certificates or bonds having voting rights. The court may bar
from re-election or reappointment any officer so removed for a period
fixed by the court.
Structure New York Laws
NPC - Not-For-Profit Corporation
Article 7 - Directors and Officers
703 - Election and Term of Office of Directors; Alternates.
704 - Classification of Directors.
705 - Newly Created Directorships and Vacancies.
709 - Greater Requirement as to Quorum and Vote of Directors.
710 - Place and Time of Meetings of the Board.
711 - Notice of Meetings of the Board.
712 - Executive Committee and Other Committees.
715 - Related Party Transactions.
715-A - Conflict of Interest Policy.
716 - Loans to Directors, Officers and Key Persons.
717 - Duty of Directors, Officers and Key Persons.
718 - List of Directors, Officers and Key Persons.
719 - Liability of Directors in Certain Cases.
720 - Actions Against Directors, Officers and Key Persons.
720-A - Liability of Directors, Officers, Trustees and Key Persons.
721 - Nonexclusivity of Statutory Provisions for Indemnification of Directors and Officers.
722 - Authorization for Indemnification of Directors and Officers.
723 - Payment of Indemnification Other Than by Court Award.
724 - Indemnification of Directors and Officers by a Court.
725 - Other Provisions Affecting Indemnification of Directors and Officers.
726 - Insurance for Indemnification of Directors and Officers.