§ 55A-8-10. Removal of directors by judicial proceeding. - North Carolina Statutes

§55A‑8‑10.  Removal of directors by judicial proceeding.

(a)        The superior courtof the county where a corporation's principal office (or, if there is none inthis State, its registered office) is located may remove any director of thecorporation from office in a proceeding commenced either by the corporation orby its members holding at least ten percent (10%) of the votes entitled to becast of any class of members, 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, or a final judgment has been entered findingthat the director has violated a duty set forth in G.S. 55A‑8‑30through G.S. 55A‑8‑33, and

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

(b)        The court thatremoves a director may bar the director from serving on the board of directorsfor a period prescribed by the court.

(c)        If members commencea proceeding under subsection (a) of this section, the corporation shall bemade a party defendant. (1993, c. 398, s. 1.)