D.C. Code § 29-306.09: Removal of directors by judicial proceeding.

(a)

The Superior Court 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:

(1)

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

(2)

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)

A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of part D of subchapter V of this chapter, except § 29-305.51(1).

(c)

The Superior Court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.

(d)

This section shall not limit the equitable powers of the Superior Court to order other relief.