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Orchids Paper amends bylaws to allow director removal 'with or without cause'

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Orchids Paper amends bylaws to allow director removal 'with or without cause'

Oklahoma-based tissue products maker Orchids Paper Products Co. amended its bylaws to remove the provision specifying that directors are removable "only for cause," the company said in a Dec. 20 SEC filing.

Article 5, Section 3 of the company's amended and restated certificate of incorporation and Section 2.9 of its amended and restated bylaws do not provide for a classified board of directors or cumulative voting, according to the filing.

The revision came after company stockholder Paul Pollock on Aug. 31 filed a putative class-action complaint in the Delaware Court of Chancery against Orchids Paper's board, alleging that the said provision in the company's charter and bylaws violated Section 141(k) of the Delaware General Corporation Law.

Effective Dec. 14, Orchids Paper's directors may be removed with or without cause. A director may resign at any time by delivering his or her resignation in writing or by electronic transmission to the company president or secretary. Additionally, directors may also be removed from office by the affirmative vote of a majority of shareholders.