Missouri Revised Statutes













Chapter 355

Nonprofit Corporation Law

←355.341

Section 355.346.1

355.351→

August 28, 2015

Removal of directors.

355.346. 1. The members may, without cause, remove one or more directors

elected by them.



2. If a director is elected by a class, chapter or other organizational

unit, or by region or other geographic grouping, the director may be removed

only by the members of that class, chapter, unit or grouping.



3. Except as provided in subsection 9 of this section, a director may be

removed under subsection 1 of this section or subsection 2 of this section

only if the number of votes cast to remove the director would be sufficient

to elect the director at a meeting to elect directors.



4. If cumulative voting is authorized, a director may not be removed if

the number of votes, or if the director was elected by a class, chapter, unit

or grouping of members, the number of votes of that class, chapter, unit or

grouping, sufficient to elect the director under cumulative voting is voted

against the director's removal.



5. A director elected by members may be removed by the members only at a

meeting called for the purpose of removing the director and the meeting

notice must state that the purpose, or one of the purposes, of the meeting is

removal of the director.



6. In computing whether a director is protected from removal under

subsection 2, 3 or 4 of this section, it should be assumed that the votes

against removal are cast in an election for the number of directors of the

class to which the director to be removed belonged on the date of that

director's election.



7. An entire board of directors may be removed under the provisions of

subsections 1 to 5 of this section.



8. A director elected by the board may be removed without cause by the

vote of two-thirds of the directors then in office or such greater number as

is set forth in the articles or bylaws; but a director elected by the board

to fill the vacancy of a director elected by the members may be removed

without cause by the members, but not the board.



9. If, at the beginning of a director's term on the board, the articles

or bylaws provide that the director may be removed for missing a specified

number of board meetings, the board may remove the director for failing to

attend the specified number of meetings. The director may be removed only if

a majority of the directors then in office vote for the removal.



(L. 1994 H.B. 1095)



Effective 7-1-95







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