Section 31E-8-810 - Removal of directors by judicial proceeding(a) The circuit court may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its members holding at least ten percent of the voting power of any class if the court finds that:(1) The director engaged in fraudulent or dishonest conduct or gross abuse of authority or discretion, with respect to the corporation; and(2) removal is in the best interest of the corporation.(b) The court that removes a director may bar the director from serving on the board for a period prescribed by the court.(c) If members commence a proceeding under subsection (a) of this section, they must make the corporation a party defendant.