Iowa Code § 490.809
Removal of directors by judicial proceeding
Redline — January 1, 2012 → current.View current text →
Current — January 1, 2023
As of January 1, 2012
1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that both of the following apply:
1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that all of the following apply:
a. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation.
a. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation.
b. Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
b. Considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.
2. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of division VII, part D, except section 490.741.
2. A shareholder proceeding on behalf of the corporation under subsection 1 shall comply with all of the requirements of subchapter VII, part 4, except section 490.741, subsection 1.
3. The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.
4. This section does not limit the equitable powers of the court to order other relief.
89 Acts, ch 288, §80; 2002 Acts, ch 1154, §33, 125
89 Acts, ch 288, §80; 2002 Acts, ch 1154, §33, 125; 2019 Acts, ch 24, §104; 2021 Acts, ch 165, §95, 230
Official source: Iowa Legislature. Reproduced from public-domain Iowa statutes; confirm against the official source for the current text. Not legal advice.