1997 Minnesota Statutes

     322B.636 Removal of governors. 

    Subdivision 1.    Modification.  The provisions of this 
 section apply unless modified by the articles of organization or 
 the operating agreement.  

    Subd. 2.    Removal of governors.  A governor may be 
 removed at any time, with or without cause, if:  

    (1) the governor was named by the board of governors to 
 fill a vacancy; 

    (2) the members have not elected governors in the interval 
 between the time of the appointment to fill a vacancy and the 
 time of the removal; and 

    (3) a majority of the remaining governors present 
 affirmatively vote to remove the governor. 

    Subd. 3.    Removal by members.  Any one or all of the 
 governors may be removed at any time, with or without cause, by 
 the affirmative vote of the owners of the proportion of the 
 voting power of the membership interests of the classes or 
 series the governor represents sufficient to elect them, except 
 as provided in subdivision 4.  

    Subd. 4.    Exception for limited liability companies with 
 cumulative voting.  In a limited liability company having 
 cumulative voting, unless the entire board of governors is 
 removed simultaneously, a governor is not removed from the board 
 of governors if there are cast against removal of the governor 
 the votes of a proportion of the voting power sufficient to 
 elect the governor at an election of the entire board of 
 governors under cumulative voting.  

    Subd. 5.    Election of replacements.  New governors may 
 be elected at a meeting at which governors are removed.  If the 
 limited liability company allows cumulative voting and a member 
 notifies the presiding manager at any time before the election 
 of new governors of intent to cumulate the votes of the member, 
 the presiding manager shall announce before the election that 
 cumulative voting is in effect, and members shall cumulate their 
 votes as provided in section 322B.63, subdivision 1, clause (2). 

    HIST: 1992 c 517 art 2 s 74