Illinois § 16.1

§ 16.1.

One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except as follows: (1) No director shall be removed at a meeting of shareholders unless the notice of the meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at that meeting. (2) In the case of a bank having cumulative voting, if less than the entire board is to be removed, no director may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors. (3) If a director is elected by a class or series of shares, he or she may be removed only by the shareholders of that class or series. (4) In the case of a State bank whose board is classified as provided in paragraph (3) of Section 16 of this Act, the charter or the by-laws may provide that directors may be removed only for cause. (Source: P.A. 92-483, eff. 8-23-01.)