1. The district court of the county where a corporation’s principal office is located or if there is no principal office located in this state, where the registered office is located, may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation by a member or director if the court finds both of the following apply:
- a. A director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation.
- b. Upon consideration of the director’s course of conduct and the inadequacy of other available remedies, the court determines that removal is in the best interest of the corporation.
- 2. A member or a director who proceeds by or in the right of a corporation pursuant to subsection 1 shall comply with all of the requirements of section 504.631 and sections 504.633 through 504.638.
- 3. The court, in addition to removing a director, may bar the director from serving on the board for a period of time prescribed by the court.
- 4. This section does not limit the equitable powers of the court to order other relief that the court determines is appropriate.
- 5. The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
2004 Acts, ch 1049, §81, 192; 2005 Acts, ch 19, §122, 126