(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.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
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