Title 10 – Corporations and Associations

Chapter 31 – Directors and officers-nonprofit Corporations

Article 1 – Board of Directors

• A. The court in the county where a corporation’s known place of business or, if none in this state, its statutory agent is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least twenty-five per cent of the voting power of any class, if the court finds that both:
• 1. The director engaged in fraudulent conduct or intentional criminal conduct with respect to the corporation.
• 2. Removal is in the best interests of the corporation.
• B. The court that removes a director may bar the director from serving on the board for a period prescribed by the court, but in no event may the period exceed five years.
• C. If members commence a proceeding under subsection A, they shall make the corporation a party defendant, unless the corporation elects to become a party plaintiff.
• D. The articles of incorporation or bylaws of a corporation organized for religious purposes may limit or prohibit the application of this section.