16-10a-809. Removal of directors by judicial proceeding.
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/ut/title-16/chapter-10a/16-10a-809A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Effective 7/1/2024
16-10a-809. Removal of directors by judicial proceeding.
(1)A court with jurisdiction under Title 78A, Judiciary and Judicial Administration, may remove a director in a proceeding commenced by the corporation or by the corporation's shareholders holding at least 10% of the outstanding shares of any class if the court finds that:
(a)the director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; and
(b)removal is in the best interest of the corporation.
(2)The court that removes a director may bar the director from reelection for a period prescribed by the court.
(3)If shareholders commence a proceeding under Subsection (1), they shall make the 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 16-10a-1608 .
Amended by Chapter 158 , 2024 General Session