Florida § 617.08091 - Removal of directors by judicial proceedings.

§ 617.08091. Removal of directors by judicial proceedings.

(1) The court of the county where the principal office of a corporation, or if one is not in this state, its registered office, is located may remove a director 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 members, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (b) Considering the director’s course of conduct and the inadequacy of other available remedies, removal is in the best interest of the corporation. (2) Only a member, an officer, or a director may bring an action under this section, and such action must comply with the requirements of ss. 617.0742-617.0747. An action by a member may not be brought unless the complaint is filed by a member having, or is formally joined by members collectively having, no less than 10 percent of the corporation’s voting power. (3) In addition to removing the director, the court may bar the director from being reelected, redesignated, or reappointed for a period prescribed by the court. (4) This section does not limit the equitable powers of the court to order other relief.