(a) The circuit court of the county where a corporation's principal office (or, if none in this State, its registered office) is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least five percent of the outstanding shares of any class if the court finds that (1) the director engaged in fraudulent or dishonest acts, or gross abuse of authority in discharge of duties to the corporation, and (2) removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
HISTORY: Derived from 1976 Code Section 33-13-70 [1962 Code Section 12-18.7; 1962 (52) 1996; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 144, Section 2]; 1988 Act No. 444, Section 2.
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