(a) The superior court may remove any director of the corporation from office in a proceeding commenced by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a charitable corporation, the Attorney General, if the court finds that:(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a 'director's conflicting interest transaction' as defined in paragraph (2) of Code Section 14-3-860; and(2) Removal is in the best interest of the corporation.(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.(c) If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant.Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023.
Georgia Legal Code