2005 Maine Code - §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); §29 (aff).]    
B. Section 713-A has been violated; or [2001, c. 550, Pt. C, §13 (new); §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); §29 (aff).] [2001, c. 550, Pt. C, §13 (new); §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); §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); §29 (aff).]    
C. In the case of a public benefit corporation, the Attorney General. [2001, c. 550, Pt. C, §13 (new); §29 (aff).] [2001, c. 550, Pt. C, §13 (new); §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); §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); §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); §29 (aff).] [2001, c. 550, Pt. C, §13 (new); §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); §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); §29 (aff).]

Section History:

PL 2001,  Ch. 550,   §C13 (NEW).
PL 2001,  Ch. 550,   §C29 (AFF).