Section 8.09 - Removal of directors by judicial proceeding(a)(1) The Superior Court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that: (A) the director engaged in fraudulent or dishonest conduct relating to the corporation, or in a gross abuse of authority or discretion relating to the corporation; and(B) removal is in the best interest of the corporation.(2) The petition for removal shall be filed:(A) in the county where the corporation's principal office is located;(B) in the county where the corporation's registered office is located if the corporation has no principal office in this State; or(C) in the Washington County Superior Court where the corporation has no principal office or registered office in this State.(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.Added 1993, No. 85, § 2, eff. 1/1/1994.