LegalFix
Sign In

23-17-12-13. Removal by court order

IN Code § 23-17-12-13 (2019) (N/A)
Copy with citation
Copy as parenthetical citation

Sec. 13. (a) The circuit court or superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced by the corporation or at least ten percent (10%) of the members of a class entitled to vote for directors, if the following conditions exist:

(1) The court finds that:

(A) the director engaged in:

(i) fraudulent or dishonest conduct; or

(ii) gross abuse of authority or discretion;

with respect to the corporation; or

(B) a final judgment has been entered finding that the director has violated a duty under IC 23-17-13.

(2) Removal is in the best interests of the corporation.

(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.

(c) If members commence a proceeding under subsection (a), the corporation shall be made a party defendant.

(d) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.

As added by P.L.179-1991, SEC.1.

Previous Section
23-17-12-12. Removal of designated or appointed directors
Next Section
23-17-12-14. Filling vacancies