Section 706. Removal of directors

(a)  Except  as  limited in paragraph (c), any or all of the directors
  may be removed for cause by vote of the  members,  or  by  vote  of  the
  directors provided there is a quorum of not less than a majority present
  at the meeting of directors at which such action is taken.
    (b)  Except  as  limited  in  paragraph  (c),  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 members.
    (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 or the
  by-laws the members of any class or group,  or  the  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
  members  of that class or group, 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 ten percent of the members
  whether or not entitled to vote. The court may bar from re-election  any
  director so removed for a period fixed by the court.