Georgia § 14-3-810 - Removal of director by court.

§ 14-3-810. Removal of director by court.

The superior court may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least 10 percent of the voting power of any class, or, in the case of a corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302, the Attorney General, if the court finds that: 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 Code Section 14-3-830 or 14-3-831, or the director has been subjected to sanction for participation in a "director's conflicting interest transaction" as defined in paragraph (2) of Code Section 14-3-860; and Removal is in the best interest of the corporation. The court that removes a director may bar the director from serving on the board for a period prescribed by the court. If members or the Attorney General commence a proceeding under subsection (a) of this Code section, the corporation shall be made a party defendant. (Code 1981, § 14-3-810 , enacted by Ga. L. 1991, p. 465, § 1.)