1. Any director may be removed from office, if he or she has become ineligible pursuant to NRS 673.209, by an affirmative vote of two-thirds of the members of the board of directors at any regular meeting of the board of directors or at any special meeting called for that purpose. Such action shall be ratified at the next meeting of the stockholders.
2. No such vote upon removal of a director may be taken until he or she has been advised of the reasons therefor and has had opportunity to submit to the board of directors his or her statement relative thereto, either oral or written. If the director affected is present at the meeting, he or she shall retire after his or her statement has been submitted and prior to the vote upon the matter of his or her removal.