New York Consolidated Laws, Business Corporation Law - BSC § 716. Removal of officers

(a) Any officer elected or appointed by the board may be removed by the board with or without cause.  An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders, but his authority to act as an officer may be suspended by the board for cause.

(b) The removal of an officer without cause shall be without prejudice to his contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

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

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