1. 1. Removal The Superior Court may remove any director of a corporation from office if the court finds that removal is in the best interest of the corporation and that:

   1. A. The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation;

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   2. B. Section 713‑A has been violated; or

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   3. C. A final judgment has been entered finding that the director has violated a duty set forth in section 712 or sections 717 to 720.

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

2. 2. Who may bring action A petition for removal under subsection 1 may be filed by:

   1. A. The corporation, if 2/3 of the directors then in office resolve that an individual director should be removed;

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   2. B. Two-thirds of the members entitled to vote for that director or a lesser number as provided in the articles of incorporation of the corporation for removal of a director pursuant to section 704; or

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   3. C. In the case of a public benefit corporation, the Attorney General.

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

3. 3. Place of filing The petition for removal under subsection 2 must be filed:

   1. A. In the county where the corporation's principal office is located;

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   2. B. In the county where the corporation's registered office is located if the corporation has no principal office in this State; or

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   3. C. In the Superior Court of Kennebec County if the corporation has no principal office or registered office in this State.

      [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

4. 4. Court action The court that removes a director under this section may bar the director from serving on the board of directors for a period prescribed by the court.

   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

5. 5. Notice to Attorney General; Attorney General actions If the members of a corporation or the Attorney General commences a proceeding under this section, the corporation is made a party defendant. If a public benefit corporation or its members commence a proceeding under subsection 1, the public benefit corporation shall give the Attorney General written notice of the proceeding.

   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]

PL 2001, c. 550, §C13 (NEW). PL 2001, c. 550, §C29 (AFF).