Removal of directors by judicial proceeding
89 Acts, ch 288, §80; 2002 Acts, ch 1154, §33, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §95, 230
1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that all of the following apply:
- a. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation.
- b. Considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.
- 2. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of subchapter VII, part 4, except section 490.741, subsection 1.
89 Acts, ch 288, §80; 2002 Acts, ch 1154, §33, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §95, 230