N.Y. BNK Law § 7006

§ 7006. Removal of directors. 1. Any or all of the directors may be\nremoved for cause by vote of the stockholders. The organization\ncertificate or the specific provisions of a by-law adopted by the\nstockholders may provide for such removal by action of the board, except\nin the case of any director elected by cumulative voting, or by the\nholders of the shares of any class or series, voting as a class, when so\nentitled by the provisions of the organization certificate.\n 2. If the organization certificate or the by-laws so provide, any or\nall of the directors may be removed without cause by vote of the\nstockholders.\n 3. The removal of directors, with or without cause, as provided in\nsubdivisions one and two, is subject to the following:\n (a) In the case of a corporation having cumulative voting, no director\nmay be removed when the votes cast against his removal would be\nsufficient to elect him if voted cumulatively at an election at which\nthe same total number of votes were cast and the entire board, or the\nentire class of directors of which he is a member, were then being\nelected; and\n (b) When by the provisions of the organization certificate the holders\nof the shares of any class or series, voting as a class, are entitled to\nelect one or more directors, any director so elected may be removed only\nby the applicable vote of the holders of the shares of that class or\nseries, voting as a class.\n 4. This section does not affect the powers of the superintendent under\nsection forty-one of this chapter.\n