(A) The office of a director becomes vacant if he dies or resigns. Any resignation takes effect immediately or at such other time as the director specifies in a written resignation.
(B) The directors shall remove any director and thereby create a vacancy on the board:
(1) If, by order of court, he is found to be of unsound mind, or if he is convicted of a felony or any criminal offense involving dishonesty or breach of trust;
(2) If the board of directors, by a two-thirds majority at any meeting called for that expressly stated purpose, declares the office of a director to be vacant because such director has failed to live up to the standards specified for directors in the law, the articles, or regulations, or who otherwise fails to perform any of the duties required of him as a director.
(C) Any or all directors may be removed with or without cause by a majority vote of the voting members at any meeting of members called for that expressly stated purpose, and at such meeting the members may fill any vacancy created by a removal under this division.
(D) The board of directors may appoint a member to serve for the unexpired term of any director whose office becomes vacant for any reason set forth in division (A) or (B) of this section.
Effective Date: 09-29-1994 .