§415-96 Equal division of directors; appointment of provisional director; qualifications; rights and powers; compensation. (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its business can no longer be conducted advantageously or so that there is danger that its property and business will be impaired or lost, any circuit judge may, notwithstanding any provisions of the articles or bylaws and whether or not an action is pending for an involuntary dissolution of the corporation, appoint a provisional director pursuant to this section. Action for such appointment may be brought by any director or by shareholders holding not less than one-third of the voting power.

(b) A provisional director shall be an impartial person, who is neither a shareholder, nor a creditor, nor officer of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation or to any judge of the court by which the provisional director is appointed. A provisional director shall have all of the rights and powers of a director until the deadlock in the board or among the shareholders is broken or until the provisional director is removed by order of the court or by approval of shareholders holding a majority of the voting power. A provisional director shall be entitled to such compensation as shall be fixed by the court unless otherwise agreed with the corporation. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §68; am L 1988, c 373, §9]