WVC 31 D- 8 - 809
§31D-8-809. Removal of directors by judicial proceeding.
(a) The circuit court may remove a director of the corporation
from office in a proceeding commenced either by the corporation or
by its shareholders holding at least ten percent of the outstanding
shares of any class 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; and (2)
removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director
from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a)
of this section, they must make the corporation a party defendant.