2012 Maine Revised Statutes
TITLE 13-C: MAINE BUSINESS CORPORATION ACT
Chapter 8: DIRECTORS AND OFFICERS
13-C §809. Removal of directors by judicial proceeding

Subchapter 1: BOARD OF DIRECTORS HEADING: PL 2001, C. 640, PT. A, §2 (NEW); PT. B, §7 (AFF)

§809. Removal of directors by judicial proceeding

1. Removal by Superior Court. The Superior Court of the county where a corporation's principal office or, if there is no principal office in this State, of Kennebec County may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:

A. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation; and [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]

B. Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation. [2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]

[ 2007, c. 323, Pt. C, §14 (AMD); 2007, c. 323, Pt. G, §4 (AFF) .]

2. Comply with requirements. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of chapter 7, subchapter IV, except section 752, subsection 1.

[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]

3. Bar from reelection. The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.

[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]

4. Other relief. This section does not limit the equitable powers of the court to order other relief.

[ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF) .]

SECTION HISTORY

2001, c. 640, §A2 (NEW). 2001, c. 640, §B7 (AFF). 2007, c. 323, Pt. C, §14 (AMD). 2007, c. 323, Pt. G, §4 (AFF).