2019 New York Laws
BSC - Business Corporation
Article 7 - Directors and Officers
706 - Removal of Directors.

§ 706. Removal of directors.
  (a) Any  or  all  of the directors may be removed for cause by vote of
the shareholders. The  certificate  of  incorporation  or  the  specific
provisions  of a by-law adopted by the shareholders may provide for such
removal by action of the board, except  in  the  case  of  any  director
elected  by  cumulative  voting,  or by the holders of the shares of any
class or series, or holders  of  bonds,  voting  as  a  class,  when  so
entitled by the provisions of the certificate of incorporation.
  (b) If the certificate of incorporation or the by-laws so provide, any
or  all  of  the  directors  may be removed without cause by vote of the
shareholders.
  (c) The removal of directors, with or without cause,  as  provided  in
paragraphs (a) and (b) is subject to the following:
  (1) In the case of a corporation having cumulative voting, no director
may  be  removed  when  the  votes  cast  against  his  removal would be
sufficient to elect him if voted cumulatively at an  election  at  which
the  same  total  number of votes were cast and the entire board, or the
entire class of directors of which he  is  a  member,  were  then  being
elected; and
  (2) When  by  the  provisions  of the certificate of incorporation the
holders of the shares of any class  or  series,  or  holders  of  bonds,
voting  as  a  class,  are  entitled to elect one or more directors, any
director so elected may be removed only by the applicable  vote  of  the
holders  of  the  shares of that class or series, or the holders of such
bonds, voting as a class.
  (d) An action to procure a judgment removing a director for cause  may
be  brought  by the attorney-general or by the holders of ten percent of
the outstanding shares, whether or not entitled to vote. The  court  may
bar  from  re-election any director so removed for a period fixed by the
court.