Removal of Directors by Judicial Proceeding

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Directors and Officers
5. Board of Directors
6. Removal of Directors by Judicial Proceeding

1. 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.
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 (a), they shall make the corporation a party defendant.

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