When may a director be removed from office?

• A. Only for cause
• B. For cause or as provided in the COI/by-laws, without cause
• C. Only by shareholders with supermajority
• D. Not removable during term

Answer: (B)

Directors are removable by the shareholders, and this power generally can be exercised with or without cause. The limiting factor is what the charter (certificate of incorporation) or the bylaws say. If the COI or bylaws allow removal without cause, then a director can be removed for no reason. If they require removal only for cause, then removal without cause isn’t permitted. This combination—removal for cause, or without cause when the COI/bylaws permit it—is why the best answer reflects both possibilities. After removal, vacancies are filled according to the governing documents.