Hello and Welcome! Thank you for allowing me to be of service to you. Please note: (1) this is general information only, not legal advice; and (2) I will provide you with honest information and not necessarily to tell you might be hoping to hear.
I am very sorry that you are dealing with this situation. Section 53-11-39 Removal of directors states that unless otherwise stating in the bylaws or articles of organization if a meeting is called expressly for the purpose of removing a director, he/she may be removed with or without cause by a majority of shareholders entitled to vote.
Here is a link to the statute: www.nmprc.state.nm.us/corporations/statutes/article11/39.html
The exception to removal with or without cause is if the Articles of Incorporation provides for 2 or 3 classes of directors to be elected and each class is to serve 1 term of office and then the next class steps in for the second term. If this is the case, removal must be for cause.
I am sorry the shareholder's have voted out a director for vindictive reasons. Unless the Articles of Incorporation or bylaws state removal of a director may only be for cause, a director does not have a claim of action against the shareholders for removal if a majority voted for such removal.
I apologize that this was probably not the answer you were hoping to receive. However, it would be unfair to you and unprofessional of me were I to provide you with anything less than truthful and honest information. All my best & encouragement. Please note that you are asked to rate my courtesy and professionalism, and not whether the answer supports your legal position. I only receive credit when rated 3 or higher. If for any reason you feel that a low rating is appropriate, please first give me the opportunity to address your concerns by clicking the "reply" tab. This communication does not establish an attorney-client relationship with you.
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).