Section 180.0808. Removal of directors by shareholders.

 

(1)  The shareholders may remove one or more directors with or without cause unless the articles of incorporation or bylaws 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 that voting group may participate in the vote to remove that director.

(3)  If cumulative voting is authorized under s. 180.0728 , the shareholders may not remove a director if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulative voting is not authorized under s. 180.0728 , the shareholders may remove a director only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her, unless the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation provide for a greater voting requirement under s. 180.0727 (1) .

(4)  A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

1989 a. 303 ; 1991 a. 16 .