§ 55-8-09. Removal of directors by judicial proceeding. - North Carolina Statutes

§55‑8‑09.  Removal of directors by judicial proceeding.

(a)        The superior courtof the county where a corporation's principal office (or, if none in thisState, its registered office) is located may remove a director of thecorporation from office in a proceeding commenced either by the corporation orby its shareholders holding at least ten percent (10%) of the outstandingshares of any class if the court finds that:

(1)        The director engagedin fraudulent or dishonest conduct, or gross abuse of authority or discretion,with respect to the corporation; and

(2)        Removal is in thebest interest of the corporation.

(b)        The court thatremoves a director may bar the director from reelection for a period prescribedby the court.

(c)        If shareholderscommence a proceeding under subsection (a), they shall make the corporation aparty defendant. (1955, c. 1371, s. 1; 1959, c. 1316, s. 34; 1973, c.469, s. 7; 1989, c. 265, s. 1.)