§ 55A-8-10. Removal of directors by judicial proceeding.
§55A‑8‑10. Removal of directors by judicial proceeding.
(a) The superior courtof the county where a corporation's principal office (or, if there is none inthis State, its registered office) is located may remove any director of thecorporation from office in a proceeding commenced either by the corporation orby its members holding at least ten percent (10%) of the votes entitled to becast of any class of members, if the court finds that:
(1) The director engagedin fraudulent or dishonest conduct, or gross abuse of authority or discretion,with respect to the corporation, or a final judgment has been entered findingthat the director has violated a duty set forth in G.S. 55A‑8‑30through G.S. 55A‑8‑33, and
(2) Removal is in thebest interest of the corporation.
(b) The court thatremoves a director may bar the director from serving on the board of directorsfor a period prescribed by the court.
(c) If members commencea proceeding under subsection (a) of this section, the corporation shall bemade a party defendant. (1993, c. 398, s. 1.)