Sec. 13. (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.
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