N.Y. BSC Law § 706

§ 706. Removal of directors.\n (a) Any or all of the directors may be removed for cause by vote of\nthe shareholders. The certificate of incorporation or the specific\nprovisions of a by-law adopted by the shareholders may provide for such\nremoval by action of the board, except in the case of any director\nelected by cumulative voting, or by the holders of the shares of any\nclass or series, or holders of bonds, voting as a class, when so\nentitled by the provisions of the certificate of incorporation.\n (b) If the certificate of incorporation or the by-laws so provide, any\nor all of the directors may be removed without cause by vote of the\nshareholders.\n (c) The removal of directors, with or without cause, as provided in\nparagraphs (a) and (b) is subject to the following:\n (1) 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 (2) When by the provisions of the certificate of incorporation the\nholders of the shares of any class or series, or holders of bonds,\nvoting as a class, are entitled to elect one or more directors, any\ndirector so elected may be removed only by the applicable vote of the\nholders of the shares of that class or series, or the holders of such\nbonds, voting as a class.\n (d) An action to procure a judgment removing a director for cause may\nbe brought by the attorney-general or by the holders of ten percent of\nthe outstanding shares, whether or not entitled to vote. The court may\nbar from re-election any director so removed for a period fixed by the\ncourt.\n