2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 18 - Directors and Officers
Part 1 - Board of Directors
48-18-109 - Removal of directors by judicial proceeding.
48-18-109. Removal of directors by judicial proceeding.
(a) Any court of record having equity jurisdiction in 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 ten percent (10%) of the outstanding shares of any class if the court finds that:
(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation; and
(2) Removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
[Acts 1986, ch. 887, § 8.09.]
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