35-14-809. Removal of directors by judicial proceeding.
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35-14-809 . Removal of directors by judicial proceeding.
(1)The district court of the county where a corporation's principal office is located or, if its principal office is not located in this state, of the first judicial district may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that:
(a)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
(b)considering the director's course of conduct and the inadequacy of other available remedies, removal or other relief would be in the best interests of the corporation.
(2)A shareholder proceeding on behalf of the corporation under subsection
(1)of this section must comply with all of the requirements of 35-14-740 through 35-14-747 except 35-14-741 (1).