                                 CODE OF VIRGINIA

REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING (§ 13.1-681.1)

A. The circuit court in the county or city in which the principal office of the
corporation is located, or, if none in the Commonwealth, in the county or city
in which its registered office is located, may remove a director from office,
and may bar 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 (i) 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 and (ii) considering the
director&#8217;s course of conduct and the inadequacy of other available
remedies, removal would be in the best interest of the corporation.

B. A shareholder proceeding on behalf of the corporation under subsection A
shall comply with all of the requirements of Article 8.1 (&#xA7; 13.1-672.1 et
seq.) except for those set forth in subdivisions A 1 and 2 of &#xA7; 13.1-672.1.

HISTORY: 2019, c. 734.