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California Corporations Code Section 303

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 303

303.  (a) Any or all of the directors may be removed without cause
if the removal is approved by the outstanding shares (Section 152),
subject to the following:
   (1)  Except for a corporation to which paragraph (3) is
applicable, no director may be removed (unless the entire board is
removed) when the votes cast against removal, or not consenting in
writing to the removal, would be sufficient to elect the director if
voted cumulatively at an election at which the same total number of
votes were cast (or, if the action is taken by written consent, all
shares entitled to vote were voted) and the entire number of
directors authorized at the time of the director's most recent
election were then being elected.
   (2) When by the provisions of the articles the holders of the
shares of any class or series, voting as a class or series, 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.
   (3) A director of a corporation whose board of directors is
classified pursuant to Section 301.5 may not be removed if the votes
cast against removal of the director, or not consenting in writing to
the removal, would be sufficient to elect the director if voted
cumulatively (without regard to whether shares may otherwise be voted
cumulatively) at an election at which the same total number of votes
were cast (or, if the action is taken by written consent, all shares
entitled to vote were voted) and either the number of directors
elected at the most recent annual meeting of shareholders, or if
greater, the number of directors for whom removal is being sought,
were then being elected.
   (b) Any reduction of the authorized number of directors or
amendment reducing the number of classes of directors does not remove
any director prior to the expiration of the director's term of
office.
   (c) Except as provided in this section and Sections 302 and 304, a
director may not be removed prior to the expiration of the director'
s term of office.
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Last modified: March 17, 2014