Section 23-17-12-13 - Removal by court order(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.