# Tenn. Code Ann. § 48-58-110: Removal of directors by judicial proceeding

> Tennessee · Statutes · In force

URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-110

## Section

- **Citation:** Tenn. Code Ann. § 48-58-110
- **Heading:** Removal of directors by judicial proceeding
- **Jurisdiction:** Tennessee
- **Kind:** Statutes
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** TN Code / Title 48 / Chapter 58 / Section 48-58-110

## Text

(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) 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 (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and (2) 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 and reporter 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), they shall give the attorney general and reporter written notice of the proceeding. Acts 1987, ch. 242, § 8.10.
(a) Any court of record having equity jurisdiction in the county where a corporation's principal office (or if none in this state, its registered office) 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 (10%) of the voting power of any class or the attorney general and reporter in the case of a public benefit corporation if the court finds that: (1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and (2) Removal is in the best interest of the corporation.
(1) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, or a final judgment has been entered finding that the director has violated a duty set forth in part 3 of this chapter; and
(2) 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 and reporter 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), they shall give the attorney general and reporter written notice of the proceeding.
Acts 1987, ch. 242, § 8.10.

## Nearby sections

- [Tenn. Code Ann. § 48-58-101 Requirement for and duties of board of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-101.md)
- [Tenn. Code Ann. § 48-58-102 Qualifications of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-102.md)
- [Tenn. Code Ann. § 48-58-103 Number of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-103.md)
- [Tenn. Code Ann. § 48-58-104 Election, designation, and appointment of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-104.md)
- [Tenn. Code Ann. § 48-58-105 Terms of directors generally](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-105.md)
- [Tenn. Code Ann. § 48-58-106 Staggered terms for directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-106.md)
- [Tenn. Code Ann. § 48-58-107 Resignation of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-107.md)
- [Tenn. Code Ann. § 48-58-108 Removal of directors elected by members or directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-108.md)
- [Tenn. Code Ann. § 48-58-109 Removal of designated or appointed directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-109.md)
- [Tenn. Code Ann. § 48-58-110 Removal of directors by judicial proceeding](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-110.md)
- [Tenn. Code Ann. § 48-58-111 Vacancy on board](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-111.md)
- [Tenn. Code Ann. § 48-58-112 Compensation of directors](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-112.md)
- [Tenn. Code Ann. § 48-58-201 Regular and special meetings](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-201.md)
- [Tenn. Code Ann. § 48-58-202 Action without meeting](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-202.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C58_S48-58-110. Check the current official text before relying on it. Not legal advice.