1. The district court of the county where a corporation's principal office or, if none in this state, its registered office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least twenty percent of the outstanding shares of any class if the court finds that both of the following apply:
a. The director engaged in fraudulent or dishonest conduct with respect to the corporation.
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 period prescribed by the court.
3. If shareholders commence a proceeding under subsection 1, they shall make the corporation a party defendant.
89 Acts, ch 288, §80
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