[§414-199]  Removal of directors by judicial
proceeding.  (a)  The circuit court may remove a director of the
corporation from office in a proceeding commenced either by the corporation or
by its shareholders holding at least ten per cent of the outstanding shares of
any class if the court finds that:



(1)  The director engaged in fraudulent or dishonest
conduct, or gross abuse of authority or discretion, with respect 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. [L
2000, c 244, pt of §1]