504.810 Removal of directors by judicial proceeding.
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
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