351.1054. Removal of director, procedure.

369 words·~2 min read·/mo/chapter-351/351-1054

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351.1054. Removal of director, procedure. — 1. The provisions of this section apply unless modified by the articles or bylaws.

2. Any director of the cooperative may be removed by the action of the majority of the entire board if the director to be removed shall, at the time of removal, fail to meet the qualifications stated in the articles or bylaws for election as a director or shall be in breach of any agreement between such director and the cooperative, which includes, for board members which are also patrons, a breach of the cooperative agreement by such patron board member. Any director of the cooperative may be removed, with or without cause, by the unanimous vote of the remaining directors on the board. Notice of the proposed removal shall be given to all directors prior to any action thereon.

3. Subject to subsection 4 of this section, any one or all of the directors 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, provided that if a director has been elected solely by the patron members, by members based on districts or units, or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members, all membership interests in such district or unit if such director was originally elected by districts or units, or of all membership interests of that class or series entitled to vote at the election of that director.

4. Where the directors of a cooperative are divided into classes in accordance with section 351.1045 , the members of a cooperative may remove a director for cause by the vote of a majority of all members eligible to vote on the election of such director.

5. Unless otherwise provided in the bylaws, new directors may be elected at a meeting at which directors are removed.

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(L. 2011 S.B. 366)