§ 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.