VOTING REQUIREMENTS
FOR REMOVAL OF DIRECTORS

As provided for in Corp. Code §7222(a) any or all directors may be removed without cause if:

• In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Corp. Code §5033). This requirement is unaffected by reduced quorum requirements.

• In a corporation with 50 or more members, the removal is approved by the members (Corp. Code §5034).

No Super Majority. Associations cannot amend their governing documents to establish super-majorities for recalling directors.

Cumulative Voting. Recalls are subject to special requirements if cumulative voting is allowed by the governing documents.

Updated by ADAMS KESSLER 8/21/2008