181.0807(1)(1) Notice. A director may resign at any time by delivering written notice to the presiding officer of the board or to the president or secretary.

181.0807(2)(2) When effective. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may make the effective date earlier and fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

181.0808181.0808 Removal of directors elected by members or directors. Except as otherwise provided in the articles of incorporation or bylaws of a corporation, all of the following apply:

181.0808(1)(1) Removal in general. The members may remove, with or without cause, one or more directors elected by them.

181.0808(2)(2) Removal of directors elected by group. 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.

181.0808(3)(3) Number of votes needed to remove. Except as provided in sub. (8), a director may be removed under sub. (1) or (2) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

181.0808(4)(4) Cumulative voting. 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.

181.0808(5)(5) Meeting. 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 of the purposes, of the meeting is removal of the director.

181.0808(6)(6) Entire board. An entire board may be removed under subs. (1) to (5).

181.0808(7)(7) Board-elected directors. A director elected by the board may be removed without cause by the vote of a majority of the directors then in office or such other number as is set forth in the articles of incorporation or bylaws. However, a director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.

181.0808(8)(8) Failure to attend meetings. If, at the beginning of a director’s term on the board, the articles of incorporation 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.

181.0809(1)(1) Designated directors. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. The removal shall be effective on the effective date of the amendment to the articles of incorporation or bylaws, unless the amendment specifies a different date.

181.0809(2)(2) Appointed directors.

181.0809(2)(a)(a) Except as otherwise provided in the articles of incorporation or bylaws, an appointed director may be removed without cause by the person appointing the director.

181.0809(2)(b)(b) The person removing an appointed director shall do so by giving written notice of the removal to the appointed director and either the presiding officer of the board or the corporation’s president or secretary.

181.0809(2)(c)(c) A removal under this subsection is effective when the notice under par. (b) is effective under s. 181.0105 (4) unless the notice specifies a future effective date.

181.0810(1)(1) Grounds for removal. The circuit court for the county where a corporation’s principal office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least 10 percent of the voting power of any class, if the court finds all of the following:

181.0810(1)(a)(a) That the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or a final judgment has been entered finding that the director has violated a fiduciary duty or a duty under ss. 181.0831 to 181.0833.

181.0810(2)(2) Bar from serving. A court that removes a director may bar the director from serving on the board for a period prescribed by the court.

181.0810(3)(3) Corporation as defendant. If members commence a proceeding under sub. (1), the corporation shall be made a party defendant.