Removal of directors and officers; vote required for approval; vacancies

A director or officer may be removed, with or without cause, by a vote of 2 /3 of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard in person or by counsel at the meeting. A vacancy caused by any such removal shall be filled by the vote provided in the bylaws for election of directors, if the bylaws provide for a means of electing or appointing officers that means.