Corporations, Other Limited Liability Entities and

Service of process on the New York Secretary of State in any action or proceeding in which the New York Secretary of State is a party to such action may be accomplished by serving a deputy secretary of state authorized to accept service. Nor can shareholders immediately terminate their relationship with particular directors. 122 Directors are appointed or elected for a term, and their removal can only be accomplished pursuant to prescribed procedures. 123 Some states only allow for the removal of a director for cause, especially if the corporation has a staggered board. 124 Although many states authorize removal without cause, they usually require that specific time-consuming and potentially expensive procedures be followed. 125 Furthermore, even if all of the shareholders were to die instantaneously, or to transfer their shares simultaneously, the directors would retain their positions.

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