§ 16-6a-809 — Removal of directors by judicial proceeding.

(1) (1)(a) A court may remove a director, in an action brought by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director's successor, if the court finds that:
(1)(a)(i) the director engaged in:

(1)(a)(i)(A) fraudulent or dishonest conduct; or
(1)(a)(i)(B) gross abuse of authority or discretion with respect to the nonprofit corporation; or
(1)(a)(ii) (1)(a)(ii)(A) a final judgment has been entered finding that the director has violated a duty set forth in Section 16-6a-822; and
(1)(a)(ii)(B) removal is in the best interests of the nonprofit corporation.
(2) The court that removes a director may bar the director for a period prescribed by the court from:

(2)(a) reelection;
(2)(b) reappointment; or
(2)(c) designation.
(3) If voting members commence a proceeding under Subsection (1), the voting members shall make the nonprofit corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.

Legislative History

Amended by Chapter 401, 2023 General Session