Removal of designated or appointed directors
In plain English: This section covers directors who were designated or appointed rather than elected. A designated director is removed by amending the articles or bylaws to delete or change the designation. Unless the governing documents say otherwise, an appointed director may be removed with or without cause by the person who appointed them, who must give written notice of the removal; the removal takes effect when that notice is delivered unless a later date is specified.
10-3809. Removal of designated or appointed directors
A. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation.
B. Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed with or without cause by the person appointing the director. The person removing the director shall give written notice of the removal to the director and either the board of directors, its presiding officer or the corporation. A removal is effective when the notice is delivered unless the notice specifies a later effective date or event.