2017 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 58 - Directors and Officers
Part 1 - Board of Directors
§ 48-58-110. Removal of directors by judicial proceeding.

Universal Citation: TN Code § 48-58-110 (2017)
  • (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 any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation 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, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and
    • (2) Removal is in the best interest of the corporation.
  • (b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.
  • (c) If members or the attorney general and reporter commence a proceeding under subsection (a), the corporation shall be made a party defendant.
  • (d) If a public benefit corporation or its members commence a proceeding under subsection (a), they shall give the attorney general and reporter written notice of the proceeding.
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