48-2c-809 - Removal by judicial proceeding.
48-2c-809. Removal by judicial proceeding.
(1) The district court of the county in this state where a company's principal office islocated, or if it has no principal office in this state, Salt Lake County, may remove a manager of amanager-managed company in a proceeding commenced either by the company or by itsmembers holding at least 25% of the interests in profits of the company if the court finds that:
(a) the manager engaged in fraudulent or dishonest conduct or gross abuse of authority ordiscretion with respect to the company; and
(b) removal is in the best interests of the company.
(2) The court that removes a manager may bar the manager from reelection for a periodprescribed by the court.
(3) If members commence a proceeding under Subsection (1) above, they shall make thecompany a party defendant.
(4) Subsections (1), (2), and (3) shall also apply to enable the removal of a member in amember-managed company from having any management authority or powers on behalf of thecompany.
(5) If the court orders removal of a manager or member under this section, the clerk ofthe court shall deliver a certified copy of the order to the division for filing.
Amended by Chapter 364, 2008 General Session