317A.223 REMOVAL OF DIRECTORS. Subdivision 1. Modification. The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws. Subd. 2. Removal by directors when there are members with voting rights. If there are members with voting rights, a director may be removed at any time, with or without cause, if: (1) the director was named by the board to fill a vacancy; (2) the members with voting rights have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal; and (3) a majority of the remaining directors present affirmatively vote to remove the director. Subd. 3. Removal by directors when there are no members with voting rights. If there are no members with voting rights, a director may be removed at any time, with or without cause, by those directors eligible to elect the director. Subd. 4. Removal by members with voting rights. A director may be removed at any time, with or without cause, by those members eligible to elect the director. History: 1989 c 304 s 36
Minnesota Legal Code