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

(1)  The director engaged in fraudulent or dishonestconduct, or gross abuse of authority or discretion, with respect to thecorporation; and

(2)  Removal is in the best interest of thecorporation.

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

(c)  If shareholders commence a proceedingunder subsection (a), they shall make the corporation a party defendant. [L2000, c 244, pt of §1]