16-10a-809 - Removal of directors by judicial proceeding.
16-10a-809. Removal of directors by judicial proceeding.
(1) The district court of the county in this state where a corporation's principal office islocated or, if it has no principal office in this state, the district court for Salt Lake County mayremove a director in a proceeding commenced either by the corporation or by its shareholdersholding at least 10% of the outstanding shares of any class if the court finds that:
(a) the director engaged in fraudulent or dishonest conduct or gross abuse of authority ordiscretion with respect to the corporation; and
(b) removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from reelection for a periodprescribed by the court.
(3) If shareholders commence a proceeding under Subsection (1), they shall make thecorporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division forfiling a statement to that effect pursuant to Section 16-10a-1608.
Amended by Chapter 364, 2008 General Session