3.6.8 Removal of Directors

• Jurisdiction: Arizona

§ 3.6.8 Removal of Directors

A.R.S. § 10-3808 addresses removal of directors elected by the members. Generally, directors can be removed pursuant to any procedure for removal set forth in the articles of incorporation or bylaws. If the articles of incorporation or bylaws do not provide a procedure for removal, the following conditions apply:

1. The members can remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. A director can only be removed if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
2. If cumulative voting is authorized, a director cannot be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

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