Arizona Laws 10-808. Removal of directors by shareholders
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A. The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
Terms Used In Arizona Laws 10-808
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
- Voting group: means all shares of one or more classes or series that under the articles of incorporation or chapters 1 through 17 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Arizona Laws 10-140
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 the director.
C. If less than the entire board is to be removed, a director shall not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.
D. A director may be removed by the shareholders only at a meeting, and the meeting notice shall state that the purpose or one of the purposes of the meeting is removal of the director.