§ 7006. Removal of directors. 1. Any or all of the directors may be
removed for cause by vote of the stockholders. The organization
certificate or the specific provisions of a by-law adopted by the
stockholders may provide for such removal by action of the board, except
in the case of any director elected by cumulative voting, or by the
holders of the shares of any class or series, voting as a class, when so
entitled by the provisions of the organization certificate.

2. If the organization certificate or the by-laws so provide, any or
all of the directors may be removed without cause by vote of the
stockholders.

3. The removal of directors, with or without cause, as provided in
subdivisions one and two, is subject to the following:

(a) In the case of a corporation having cumulative voting, no director
may be removed when the votes cast against his removal would be
sufficient to elect him if voted cumulatively at an election at which
the same total number of votes were cast and the entire board, or the
entire class of directors of which he is a member, were then being
elected; and

(b) When by the provisions of the organization certificate the holders
of the shares of any class or series, voting as a class, are entitled to
elect one or more directors, any director so elected may be removed only
by the applicable vote of the holders of the shares of that class or
series, voting as a class.

4. This section does not affect the powers of the superintendent under
section forty-one of this chapter.