Tennessee § 48-18-108 - Removal of directors.

§ 48-18-108. Removal of directors.

The shareholders may remove one (1) or more directors with or without cause unless the charter provides that directors may be removed only for cause. 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 the director without cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director. If so provided by the charter, any or all of the directors may be removed for cause by a vote of a majority of the entire board of directors. A director may be removed by the shareholders or directors 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 directors. Acts 1986, ch. 887, § 8.08. Law Reviews. A Critical Look at Corporate Governance (Lawrence E. Mitchell), 45 Vand. L. Rev. 1263 (1992).