(1) The chancery court of the county where a corporation’s principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class if the court finds that:(a) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and(b) removal is in the best interest of the corporation.
(a) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and
(b) removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
(3) If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant.