2023 Maine Revised Statutes › TITLE 13-B: MAINE NONPROFIT CORPORATION ACT › Chapter 7: DIRECTORS AND OFFICERS › 13-B §704-A. Removal of directors by judicial proceeding

§704-A. Removal of directors by judicial proceeding
1.  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;   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. Section 713‑A has been violated; or   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 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.   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §13 (NEW); PL 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;   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 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   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. In the case of a public benefit corporation, the Attorney General.   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §13 (NEW); PL 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;   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 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   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 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.   [PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §13 (NEW); PL 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.
[PL 2001, c. 550, Pt. C, §13 (NEW); PL 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.
[PL 2001, c. 550, Pt. C, §13 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C13 (NEW). PL 2001, c. 550, §C29 (AFF).