Section 48-18-109 - Removal of directors by judicial proceeding

(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent (10%) of the outstanding shares of any class 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; and(2) Removal is in the best interest of the corporation.(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.Acts 1986, ch. 887, § 8.09.