10-3810. Removal of directors by judicial
proceeding


A. The court in the county where a corporation's known place of business or, if
none in this state, its statutory agent is located may remove a director of the
corporation from office in a proceeding commenced either by the corporation or by its
members holding at least twenty-five per cent of the voting power of any class, if the
court finds that both:


1. The director engaged in fraudulent conduct or intentional criminal conduct with
respect to the corporation.


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
for a period prescribed by the court, but in no event may the period exceed five years.


C. If members commence a proceeding under subsection A, they shall make the
corporation a party defendant, unless the corporation elects to become a party plaintiff.


D. The articles of incorporation or bylaws of a corporation organized for religious
purposes may limit or prohibit the application of this section.