ORS 60.327: Removal of directors by judicial proceeding.

(1) The circuit court of the county where a corporation’s principal office is located or if the principal office is not in this state where its registered office is or was last located, may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if the court finds that:

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

      (b) Removal is in the best interest of the corporation.

      (2) The court that removes a director may bar the director from reelection for a period prescribed by the court.

      (3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.