§704-A. Removal of directors by judicial proceeding
1.Removal.
The Superior Court may remove any director of a corporation from office if the court finds that removal is in the best interest
of the corporation and that:
A. The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
B. Section 713-A has been violated; or [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
C. A final judgment has been entered finding that the director has violated a duty set forth in section 712 or sections 717
to 720. [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
[
2001, c. 550, Pt. C, §13 (NEW);
2001, c. 550, Pt. C, §29 (AFF)
.]
2.Who may bring action.
A petition for removal under subsection 1 may be filed by:
A. The corporation, if 2/3 of the directors then in office resolve that an individual director should be removed; [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
B. Two-thirds of the members entitled to vote for that director or a lesser number as provided in the articles of incorporation
of the corporation for removal of a director pursuant to section 704; or [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
C. In the case of a public benefit corporation, the Attorney General. [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
[
2001, c. 550, Pt. C, §13 (NEW);
2001, c. 550, Pt. C, §29 (AFF)
.]
3.Place of filing.
The petition for removal under subsection 2 must be filed:
A. In the county where the corporation's principal office is located; [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
B. In the county where the corporation's registered office is located if the corporation has no principal office in this State;
or [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
C. In the Superior Court of Kennebec County if the corporation has no principal office or registered office in this State. [2001, c. 550, Pt. C, §13 (NEW); 2001, c. 550, Pt. C, §29 (AFF).]
[
2001, c. 550, Pt. C, §13 (NEW);
2001, c. 550, Pt. C, §29 (AFF)
.]
4.Court action.
The court that removes a director under this section may bar the director from serving on the board of directors for a period
prescribed by the court.
[
2001, c. 550, Pt. C, §13 (NEW);
2001, c. 550, Pt. C, §29 (AFF)
.]
5.Notice to Attorney General; Attorney General actions.
If the members of a corporation or the Attorney General commences a proceeding under this section, the corporation is made
a party defendant. If a public benefit corporation or its members commence a proceeding under subsection 1, the public benefit
corporation shall give the Attorney General written notice of the proceeding.
[
2001, c. 550, Pt. C, §13 (NEW);
2001, c. 550, Pt. C, §29 (AFF)
.]
SECTION HISTORY
2001, c. 550, §C13 (NEW).
2001, c. 550, §C29 (AFF).
Data for this page extracted on 10/16/2012 08:22:13.