(1) The chancery court of the county where a corporation’s principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power 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, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and
(b) removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(3) If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant.
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