§414D-140  Removal of directors by judicial
proceeding.  (a)  The circuit 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 per cent of the voting power of any class, or the attorney
general in the case of a public benefit corporation, if the court finds that
with respect to the corporation, the director's removal is in the best interest
of the corporation due to:



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



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



(3)  A final judgment finding that the director has
violated a duty set forth in sections 414D-149 and 414D-152, and that removal
is in the best interest 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.



(c)  If members or the attorney general
commence a proceeding under subsection (a), the corporation shall be made a
party defendant.



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