Section 79-11-249 - Removal of director by court proceeding(1) The chancery court of the county where a corporation's principal office is located may remove any director of the corporation from office in a proceeding commenced either by the corporation or its members holding at least ten percent (10%) of the voting power of any class if the court finds that: (a) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in Sections 79-11-267 and 79-11-269, and(b) removal is in the best interest of the corporation.(2) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.(3) If members commence a proceeding under subsection (1) of this section, the corporation shall be made a party defendant.Laws, 1987, ch. 485, § 75, eff. 1/1/1988.