(a) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that (i) the director engaged in fraudulent conduct with respect to the corporation or its stockholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (ii) considering the director's course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.
(b) A stockholder proceeding on behalf of the corporation under subsection (a) shall comply with all of the requirements of Division D of Article 7, except clause (2) of Section 10A-2A-7.42.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 2A - Alabama Business Corporation Law.
Article 8 - Directors and Officers.
Division A - Board of Directors.
Section 10A-2A-8.01 - Requirement for and Functions of Board of Directors.
Section 10A-2A-8.02 - Qualifications of Directors.
Section 10A-2A-8.03 - Number and Election of Directors.
Section 10A-2A-8.04 - Election of Directors by Certain Classes or Series of Stock.
Section 10A-2A-8.05 - Terms of Directors Generally.
Section 10A-2A-8.06 - Staggered Terms for Directors.
Section 10A-2A-8.07 - Resignation of Directors.
Section 10A-2A-8.08 - Removal of Directors by Stockholders.
Section 10A-2A-8.09 - Removal of Directors by Judicial Proceeding.