HRS §414D-140
When a court can remove a corporate director
A court can remove a director if the director acted fraudulently, abused power, or broke a legal duty, and removal helps the corporation. The court can also ban the director from the board for a time. The corporation must be told about the case, and the attorney general must get notice in some cases.
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The statute, as written — Removal of directors by judicial proceeding
(a) The circuit 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 per cent of the voting power of any class, or the attorney general in the case of a public benefit corporation, if the court finds that with respect to the corporation, the director's removal is in the best interest of the corporation due to: (1) The director's fraudulent or dishonest conduct; (2) The director's gross abuse of authority or discretion; or (3) A final judgment finding that the director has violated a duty set forth in sections 414D-149 and 414D-152, and that 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 or the attorney general commence a proceeding under subsection (a), the corporation shall be made a party defendant. (d) If a public benefit corporation or its members commence a proceeding under subsection (a), within ten days of its commencement, they shall give the attorney general written notice of the proceeding.
Sections this one refers to
§414D-149 Rules for how directors must do their jobs
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