§ 17-19-810 — Removal of directors by judicial proceeding

(a) The district court of the county where a corporation's
principal office is located, or if none in the county where
registered office is located, may remove any director of the
corporation from office in a proceeding commenced either by the
corporation, its members holding at least ten percent (10%) of
the voting power of any class, or the attorney general in the
case of a public benefit corporation, if the court finds that:
(i) The director engaged in fraudulent or dishonest
conduct, or gross abuse of authority or discretion, with respect
to the corporation, or a final judgment has been entered finding
that the director has violated a duty set forth in W.S.
17-19-830 through 17-19-832; and
(ii) Removal is in the best interest of the
corporation.
(b) The court that removes a director may bar the director
from serving on the board for a period prescribed by the court.
(c) If members or the attorney general commence a
proceeding under subsection (a) of this section, the corporation
shall be made a party defendant.
(d) If a public benefit corporation or its members
commence a proceeding under subsection (a) of this section, they
shall give the secretary of state written notice of the
proceeding.
(e) The articles or bylaws of a religious corporation may
limit or prohibit the application of this section.