(805 ILCS 5/8.35)
(from Ch. 32, par. 8.35)
Removal of directors.
(a) 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 such 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 such meeting.
(2) In the case of a corporation having cumulative voting, if less than
the entire board is to be removed, no director may be removed, with or without
cause, 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 corporation whose board is classified as provided
in subsection (e) of Section 8.10, the articles of incorporation may
provide that directors may be removed only for cause.
(b) The provisions of subsection (a) shall not preclude the circuit court
of the county in which the corporation's registered office is located from
removing a director of the corporation from office in a proceeding commenced
either by corporation or by shareholders of the corporation holding at least
10 percent of the outstanding shares of any class if the court finds (1)
the director is engaged in fraudulent or dishonest conduct or has grossly abused
his or her position to the detriment of the corporation, and (2) removal is in
the best interest of the corporation. If the court removes a director,
it may bar the director from reelection for a period prescribed by the court.
If such a proceeding is commenced by the shareholders, they shall make the
corporation a party defendant.
(Source: P.A. 84-924.)