(805 ILCS 105/108.35)
(from Ch. 32, par. 108.35)
Removal of directors.
(a) One or more of
the directors may be removed, with or without cause. In the
case of a corporation having a board of directors which is
classified in accordance with subsection 108.10(e) of this
Act, the articles of incorporation or bylaws may provide that such directors may only be removed for cause.
(b) In the case of a corporation with no members or with no
members entitled to vote on directors, a director may be
removed by the affirmative vote of a majority of the
directors then in office present and voting at a meeting of
the board of directors at which a quorum is present.
(c) In the case of a corporation with members entitled to
vote for directors, no director may be removed, except as
(1) A director may be removed by the affirmative vote
of two-thirds of the votes present and voted, either in person or by proxy.
(2) No director shall be removed at a meeting of
members entitled to vote unless the written notice of such meeting is delivered to all members entitled to vote on removal of directors. Such notice 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.
(3) 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.
(4) If a director is elected by a class of voting
members entitled to vote, directors or other electors, that director may be removed only by the same class of members entitled to vote, directors or electors which elected the director.
(d) The provisions of subsections (a), (b) and (c) shall
not preclude the Circuit Court
from removing a
director of the corporation from office in a proceeding
commenced either by the corporation or by members entitled
to vote holding at least 10 percent of the outstanding votes
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 a member entitled to vote, such
member shall make the corporation a party defendant.
(Source: P.A. 96-649, eff. 1-1-10.)