Guam § 28808 - Removal of Directors by Shareholders.

§ 28808. Removal of Directors by Shareholders.

(a) The shareholders may remove one or more directors with or without

cause unless the articles of incorporation provide that directors may be

COL372014

18 GCA BUSINESS STRUCTURE & FUNCTION

removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the

shareholders of that voting group may participate in the vote to remove him.

(c) If cumulative voting is authorized, a director may not be removed if

the number of votes sufficient to elect him under cumulative voting is voted

against his removal. If cumulative voting is not authorized, a director may be

removed only if the number of votes cast to remove him exceeds the number

of votes cast not to remove him.

(d) A director may be removed by the shareholders only at a meeting

called for the purpose of removing him and the meeting notice must state

that the purpose, or one of the purposes, of the meeting is removal of the

director.