District of Columbia § 29-306.09 Removal of directors by judicial proceeding.

District of Columbia Statutes

§ 29-306.09 — Removal of directors by judicial proceeding.

District of Columbia § 29-306.09

JurisdictionDistrict of Columbia

Title 29Business Organizations. [Enacted title]

Ch. 3Business Corporations.

Subch. VIDirectors and Officers.

Part ABoard of Directors.

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Bluebook

D.C. Code § 29-306.09 (2026).

Text

(a)The Superior Court may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:

(1)The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and

(2)Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

(b)A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of part D of subchapter V of this chapter , except § 29-305.51(1) .

(c)The Superior Court, in addition to removing the director, may bar

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(a) The Superior Court may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:

(1) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and

(2) Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of part D of subchapter V of this chapter , except § 29-305.51(1) .

(c) The Superior Court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.

(d) This section shall not limit the equitable powers of the Superior Court to order other relief.