(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or the director has violated a duty set forth in ORS 65.357 to 65.367 or 65.377; 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 of directors for a period prescribed by the court.
(3) If members or the Attorney General commences a proceeding under subsection (1) of this section, the corporation must be made a party defendant.
(4) A public benefit corporation or the members of the public benefit corporation who commence a proceeding under subsection (1) of this section shall give the Attorney General written notice of the proceeding.
(5) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section. [1989 c.1010 §79; 2019 c.174 §56]