Removal of Directors by Shareholders

(a)The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT removed only for cause.

(b)If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him.

(c)If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.

(d)A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.