10-809
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10-809. Removal of directors by judicial proceeding A. The court in the county where a corporation's known place of business or, if none in this state, its statutory agent 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 per cent of the outstanding shares of any class if the court finds that both: 1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation. 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, but in no event may the period exceed five years. C. If shareholders commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff. |