Section 704-A - Removal of directors by judicial proceeding1.Removal. The Superior Court may remove any director of a corporation from office if the court finds that removal is in the best interest of the corporation and that:A. The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion with respect to the corporation; [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]B. Section 713-A has been violated; or [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]C. A final judgment has been entered finding that the director has violated a duty set forth in section 712 or sections 717 to 720. [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).][2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]
2.Who may bring action. A petition for removal under subsection 1 may be filed by:A. The corporation, if 2/3 of the directors then in office resolve that an individual director should be removed; [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]B. Two-thirds of the members entitled to vote for that director or a lesser number as provided in the articles of incorporation of the corporation for removal of a director pursuant to section 704; or [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]C. In the case of a public benefit corporation, the Attorney General. [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).][2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]
3.Place of filing. The petition for removal under subsection 2 must be filed:A. In the county where the corporation's principal office is located; [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]B. In the county where the corporation's registered office is located if the corporation has no principal office in this State; or [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]C. In the Superior Court of Kennebec County if the corporation has no principal office or registered office in this State. [2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).][2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]
4.Court action. The court that removes a director under this section may bar the director from serving on the board of directors for a period prescribed by the court.[2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]
5.Notice to Attorney General; Attorney General actions. If the members of a corporation or the Attorney General commences a proceeding under this section, the corporation is made a party defendant. If a public benefit corporation or its members commence a proceeding under subsection 1, the public benefit corporation shall give the Attorney General written notice of the proceeding.[2001, c. 550, Pt. C, §13(NEW); 2001, c. 550, Pt. C, §29(AFF).]
2001, c. 550, §C13 (NEW) . 2001, c. 550, §C29 (AFF) .