Connecticut § 33-743 - Removal of directors by judicial proceeding.

§ 33-743. Removal of directors by judicial proceeding.

Sec. 33-743. Removal of directors by judicial proceeding. (a) The superior court for the judicial district 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 or in the right of the corporation if the court finds that (1) the director engaged in fraudulent or dishonest conduct with respect to the corporation or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation, and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 33-720 to 33-727, inclusive, except subdivision (1) of section 33-721.

(c) The court, in addition to removing a director, may bar the director from reelection for a period prescribed by the court.

(d) Nothing in this section limits the equitable powers of the court to order other relief.

(P.A. 94-186, S. 91, 215; P.A. 03-18, S. 6.)

History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re proceeding commenced in the right of the corporation, deleting provision re shareholders holding at least 10% of the outstanding shares of any class, replacing in Subdiv. (1) provision re gross abuse of authority or discretion with provisions re fraudulent or dishonest conduct with respect to shareholders, gross abuse of position of director and intentional infliction of harm on the corporation, and adding in Subdiv. (2) provision re consideration of director's course of conduct and inadequacy of other available remedies in finding that removal would be in the best interest of the corporation, added new Subsec. (b) re shareholder proceeding on behalf of the corporation, redesignated existing Subsec. (b) as new Subsec. (c), replacing “that removes” with “in addition to removing” and making technical changes therein, deleted former Subsec. (c) re corporation as party defendant in shareholder proceeding, and added Subsec. (d) re equitable powers of court to order other relief, effective July 1, 2003.