§415B-67 Equal division of directors; appointment of provisional director; qualifications, rights, powers, and compensation. (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of corporate affairs so that its business can no longer be conducted advantageously or so that there is danger that corporate property and business will be impaired or lost, and notwithstanding any provisions of the articles of incorporation or bylaws to the contrary and whether or not any action is pending for an involuntary dissolution of the corporation, a first circuit court judge may appoint a provisional director pursuant to this section. Action for such appointment may be brought by any director or by the collective action of at least thirty-three and one-third per cent of the members, if there are members.

(b) A provisional director shall be an impartial person, who is not a member, director, officer, employee, or creditor of the corporation, or related by consanguinity or affinity within the third degree according to the common law to any other director 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 members is broken or until the provisional director is removed by order of the court or by approval of members holding a majority of the voting power. A provisional director shall be entitled to compensation which shall be fixed by the court unless otherwise agreed with the corporation.

(c) This section shall not prohibit, nullify, or limit any other lawful means of resolving a deadlock between directors, including, without limitation, the right of the directors, the president, or the members to call a special meeting of the members pursuant to section 415B-32 or the right of the members to set a different number of directors and elect directors pursuant to section 415B-62. [L 1985, c 270, pt of §1; am L 1987, c 135, §159]