N.D. Cent. Code § 10-33-37: Removal of directors by judicial proceeding

1.The district court of the county in which the principal executive office of a corporation is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class of shares, or the attorney general, if the court finds:

a.The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation;

b.That the provisions of subsection 2 of section 10-33-27 have been violated; or

c.Final judgment has been entered finding the director has violated section 10-33-45.

2.The court that removes a director may bar the director from serving on the board for a period prescribed by the court.

3.If members or the attorney general commence a proceeding under subdivision a of subsection 1, then the corporation must be made a party defendant.

4.If a corporation or its members commence a proceeding under subsection 1, they must give the attorney general written notice of the proceeding.