Indiana Code
Chapter 12. Directors
23-17-12-13. Removal by Court Order

Sec. 13. (a) The circuit court or superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced by the corporation or at least ten percent (10%) of the members of a class entitled to vote for directors, if the following conditions exist:
(1) The court finds that:
(A) the director engaged in:
(i) fraudulent or dishonest conduct; or
(ii) gross abuse of authority or discretion;
with respect to the corporation; or
(B) a final judgment has been entered finding that the director has violated a duty under IC 23-17-13.
(2) Removal is in the best interests of the corporation.
(b) The court that removes a director may bar the director from serving on the board of directors for a period prescribed by the court.
(c) If members commence a proceeding under subsection (a), the corporation shall be made a party defendant.
(d) The articles of incorporation or bylaws of a religious corporation may limit or prohibit the application of this section.
As added by P.L.179-1991, SEC.1.

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