Wisconsin Statutes 193.415 – Removal of directors
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All of the following apply, unless the articles or bylaws provide otherwise:
Terms Used In Wisconsin Statutes 193.415
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
(2) Removal of temporary directors by board. A director who was appointed by the board to fill a vacancy may be removed by the board at any time, with or without cause, if all of the following apply:
(a) The members have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal.
(b) A majority of the remaining directors present affirmatively vote to remove the director.
(3) Removal of directors by members. A director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, except that a director who was elected solely by the patron members or the holders of a class or series of membership interests, as provided in the articles or bylaws, may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members or of all membership interests of the class or series entitled to vote at an election of that director, respectively.
(4) Election of replacement directors. Notwithstanding s. 193.421, a replacement director may be elected to serve out the remaining term of the removed director at a meeting at which the director was removed.