§ 706. Removal of directors.

(a) Any or all of the directors may be removed for cause by vote of
the shareholders. The certificate of incorporation or the specific
provisions of a by-law adopted by the shareholders 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, or holders of bonds, voting as a class, when so
entitled by the provisions of the certificate of incorporation.

(b) If the certificate of incorporation or the by-laws so provide, any
or all of the directors may be removed without cause by vote of the
shareholders.

(c) The removal of directors, with or without cause, as provided in
paragraphs (a) and (b) is subject to the following:

(1) 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

(2) When by the provisions of the certificate of incorporation the
holders of the shares of any class or series, or holders of bonds,
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, or the holders of such
bonds, voting as a class.

(d) An action to procure a judgment removing a director for cause may
be brought by the attorney-general or by the holders of ten percent of
the outstanding shares, whether or not entitled to vote. The court may
bar from re-election any director so removed for a period fixed by the
court.