2005 Idaho Code - 30-3-70 — REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-70.  REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS. (1) The
members may remove one (1) or more directors elected by them without cause.
    (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) or (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  (1) of the purposes, of the meeting is
removal of the director.
    (6)  In computing whether a director is protected from removal under
subsections (2) through (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 subsections (1)
through (5) of this section.
    (8)  A director elected by the board may be removed without cause by the
vote of two-thirds (2/3) of the directors then in office or such greater
number as is set forth in the articles or bylaws; provided however, that 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.
    (10)  The articles or bylaws of a religious corporation may:
    (a)  Limit the application of this section; and
    (b)  Set forth the vote and procedures by which the board or any person
    may remove with or without cause a director elected by the members or the
    board.