# Tenn. Code Ann. § 48-58-108: Removal of directors elected by members or directors > Tennessee · Statutes · In force URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-108 ## Section - **Citation:** Tenn. Code Ann. § 48-58-108 - **Heading:** Removal of directors elected by members or directors - **Jurisdiction:** Tennessee - **Kind:** Statutes - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** TN Code / Title 48 / Chapter 58 / Section 48-58-108 ## Text (a) The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a)-(e). (h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws. (i) If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. Amended by 2014 Tenn. Acts, ch. 899,s 32, eff. 1/1/2015. Acts 1987, ch. 242, § 8.08. (a) The members may remove one (1) or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause. The charter or bylaws may specify what constitutes cause for removal. (b) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping. (c) Except as provided in subsection (i), a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit or grouping of members, the number of votes of that class, chapter, unit or grouping, sufficient to elect the director under cumulative voting is voted against the director's removal. (e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one (1) of the purposes, of the meeting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a)-(e). eting is removal of the director. (f) In computing whether a director is protected from removal under subsections (b)-(d), it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election. (g) An entire board of directors may be removed under subsections (a)-(e). (h) The board of directors of a corporation may remove a director without cause who has been elected by the board by the vote of two thirds (2/3) of the directors then in office or such greater number as is set forth in the charter or bylaws. (i) If at the beginning of a director's term on the board, the charter or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. Amended by 2014 Tenn. Acts, ch. 899,s 32, eff. 1/1/2015. Acts 1987, ch. 242, § 8.08. ## Nearby sections - [Tenn. Code Ann. § 48-58-101 Requirement for and duties of board of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-101.md) - [Tenn. Code Ann. § 48-58-102 Qualifications of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-102.md) - [Tenn. Code Ann. § 48-58-103 Number of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-103.md) - [Tenn. Code Ann. § 48-58-104 Election, designation, and appointment of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-104.md) - [Tenn. Code Ann. § 48-58-105 Terms of directors generally](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-105.md) - [Tenn. Code Ann. § 48-58-106 Staggered terms for directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-106.md) - [Tenn. Code Ann. § 48-58-107 Resignation of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-107.md) - [Tenn. Code Ann. § 48-58-108 Removal of directors elected by members or directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-108.md) - [Tenn. Code Ann. § 48-58-109 Removal of designated or appointed directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-109.md) - [Tenn. Code Ann. § 48-58-110 Removal of directors by judicial proceeding](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-110.md) - [Tenn. Code Ann. § 48-58-111 Vacancy on board](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-111.md) - [Tenn. Code Ann. § 48-58-112 Compensation of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-112.md) - [Tenn. Code Ann. § 48-58-201 Regular and special meetings](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-201.md) - [Tenn. Code Ann. § 48-58-202 Action without meeting](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-202.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-108. Check the current official text before relying on it. Not legal advice.