§414D-140  Removal of directors by judicialproceeding.  (a)  The circuit court of the county where a corporation'sprincipal office is located may remove any director of the corporation fromoffice in a proceeding commenced either by the corporation or its membersholding at least ten per cent of the voting power of any class, or the attorneygeneral in the case of a public benefit corporation, if the court finds thatwith respect to the corporation, the director's removal is in the best interestof the corporation due to:

(1)  The director's fraudulent or dishonest conduct;

(2)  The director's gross abuse of authority ordiscretion; or

(3)  A final judgment finding that the director hasviolated a duty set forth in sections 414D-149 and 414D-152, and that removalis in the best interest of the corporation.

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

(c)  If members or the attorney generalcommence a proceeding under subsection (a), the corporation shall be made aparty defendant.

(d)  If a public benefit corporation or itsmembers commence a proceeding under subsection (a), within ten days of itscommencement, they shall give the attorney general written notice of the proceeding.[L 2001, c 105, pt of §1; am L 2004, c 171, §7]