Section 1408 - Removal of directors or trustees(a) Removal by shareholders--The entire board of directors or an individual director may be removed without cause: (i) By the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors, unless(ii) In the case of an individual director, if the entire board is not removed, there shall be cast against the resolution for his removal the votes of a sufficient number of shares which if cumulatively voted at an annual election would be sufficient to elect one or more directors. In case of the removal of one or more directors, new directors may be elected at the same meeting.
(b) Removal by board--The board may remove a director or trustee from office if: (i) He is adjudicated an incompetent by a court or is convicted of a felony,(ii) He does not, within sixty days after his election or such longer time as the by-laws may specify, accept the office in writing or by attendance at a meeting and fulfill other requirements for holding the office,(iii) He fails to attend regular meetings of the board for six successive months without having been excused by the board, or(iv) In the case of a trustee of a savings bank, he accepts directly or indirectly any funds of the savings bank as a loan not permitted to be made by this act or becomes surety or guarantor for any money borrowed from the savings bank or becomes a trustee, officer or employe of another savings bank.(c) Removal by court--The court of common pleas of the county where the principal place of business of the institution is located may, in a suit in which the institution is a party filed by a majority of the board of directors or trustees or by the holder or holders of at least ten per cent of the outstanding shares of the institution, remove from office a director or trustee for fraudulent or dishonest acts or gross abuse of authority or discretion in the affairs of the institution and may bar any director or trustee so removed from reelection for any period prescribed by the court.1965, Nov. 30, P.L. 847, No. 356, § 1408.