Under what circumstance can directors elected for a specified term be removed from office?

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Directors who are elected for a specified term can be removed from office at a meeting of the shareholders, and this can occur with or without cause. This reflects a fundamental principle of corporate governance whereby shareholders retain the authority to oversee and influence the management of the corporation by voting on the removal of directors.

The ability to remove directors without cause serves to empower shareholders, ensuring that directors remain accountable to the interests of the shareholders throughout their elected term. This mechanism is essential in maintaining corporate democracy, as it allows shareholders to influence the leadership they believe is in the best interest of the company, regardless of any formal justifications that may or may not exist.

In contrast, other options suggest limitations that do not align with typical corporate governance practices. For instance, requiring cause for removal would diminish shareholder authority and accountability in managing director performance. Stipulating that directors cannot be removed until their term ends would prevent responsive governance, allowing poor performance or misconduct to go unaddressed. Finally, suggesting that removal can occur only through board resolution disregards shareholder rights, which are central to corporate decision-making processes. Thus, the correct answer underscores the balance of power between shareholders and directors within a corporation.

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