Corporate Director Removal and Board-Vacancy Requirements by State
When and how may shareholders, directors, or a court remove a director of an ordinary domestic private business corporation, and who may fill the resulting or other board vacancy?
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Every entry, oldest check August 24, 2026
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What this survey covers
Ending a director's service and filling the resulting seat are separate legal steps. A shareholder vote may remove a director, but cumulative voting, a class electorate, board classification, an appointment right, or a cause requirement can narrow that power. The vacancy statute then decides whether shareholders, the board, a reduced group of remaining directors, a special electorate, or a court may select the replacement and how long that person serves.
This survey follows the sequence from resignation or removal through vacancy occurrence and replacement. It reports procedural triggers and vote rules; it does not decide whether alleged conduct constitutes cause, breach, incapacity, or disqualification.
The comparison axes
The table separates ordinary shareholder removal from structural protections. That distinction preserves cumulative-vote mathematics, class- or series-elected seats, classified boards, and directors appointed by a named person or special constituency. It also keeps shareholder removal distinct from board, court, and automatic routes.
Resignation timing and vacancy filling require their own dimensions. A future- effective resignation can create a prospective vacancy; some statutes permit an early appointment but delay the successor's service. Replacement terms vary between the predecessor's unexpired term, the next shareholder election, and another document-controlled period. A board may be allowed to act below quorum, while a corporation with no directors may need a special shareholder or court route.
Why a state comparison matters
The largest cluster permits removal with or without cause unless the articles require cause and measures approval by whether votes for removal exceed votes against it. D.C. follows that pattern and requires a purpose-stated removal meeting. D.C. Code § 29-306.08. Other states use an all-entitled-share denominator: Delaware generally requires a majority of shares entitled to vote at the director election, subject to its classified-board and structural exceptions. 8 Del. C. § 141(k).
Vacancy rules divide just as sharply. Next-election replacement terms are common, while Vermont expressly gives the replacement the predecessor's unexpired term. 11A V.S.A. § 8.10(d). Alaska separates removal-created vacancies from other vacancies, and North Dakota makes a board appointee temporary until shareholders elect a director. Alaska Stat. § 10.06.465; N.D.C.C. § 10-19.1-42.
Those patterns and outliers justify separate dimensions for removal authority, cause, vote denominator, structural protection, meeting procedure, resignation, vacancy occurrence, replacement term, and authorized fillers.
Scope boundaries
This is a state-law procedure survey for ordinary domestic private business corporations. It does not determine whether cause exists, advise on a proxy contest, litigate title to office, enforce employment or compensation rights, predict fiduciary liability, dissolve a deadlocked corporation, or supply a transaction-specific board-change plan. Public-company, exchange, broker, beneficial-owner, universal-proxy, nonprofit, professional, regulated, and disputed-office systems remain outside the ordinary comparison.
State by state
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| State | Governing law, entity, director, removal, vacancy, and scope | Shareholder removal, cause, vote threshold, and governing documents | Cumulative, class/series, classified, and appointed-director protections | Board, court, automatic, disqualification, and special removal routes | Meeting, notice, stated purpose, hearing, and effective time | Resignation delivery, future effect, withdrawal, and irrevocability | Vacancy occurrence, definition, and replacement term | Shareholder, board, remaining-director, class-group, and all-vacant fillers | Public proxy, fiduciary, contract, dissolution, and dispute boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-25 | Alabama Business Corporation Law, Ala. Code title 10A, chapter 2A; ordinary domestic private business corporation under notice, consent, resignation, shareholder/judicial removal, term, and vacancy provisions (§§ 10A-2A-1.41, -7.02, -7.04-.05, -7.25, -7.28, -8.04 through -8.10) |
Stockholders may remove one/more with/without cause unless certificate makes cause-only. Votes cast for removal must exceed votes cast against; certificate or bylaws may require more, subject to cumulative protection (§ 10A-2A-8.08(a), (c)) |
Only electing voting group participates. Cumulative voting is certificate opt-in; sufficient meeting votes against block removal, and less-than- unanimous consent cannot remove. Staggering adds no cause rule; no vacancy- appointee exception stated (§§ 10A-2A-7.28, -8.04, -8.06, -8.08(b)-(c)) |
No express ordinary board-removal or automatic-disqualification route. Court may remove or grant other relief in corporate/derivative proceeding for fraud, gross position abuse, or intentional corporate harm plus remedy inadequacy and best interest; court may set reelection bar (§ 10A-2A-8.09) |
Section 8.08(d) says meeting-only with removal stated; notice is 10-60 days and board/certificate/bylaw callers control. Section 8.08(c) separately addresses less-than-unanimous consent removal, creating textual tension. No director statement/hearing or delayed removal rule stated (§§ 10A-2A-7.02, -7.05, -8.08(c)-(d)) |
Written notice to board/chair, secretary, or corporation; effective under general notice rule unless delayed to date/event. Failed-election-conditioned resignation may be irrevocable; no other withdrawal/irrevocability rule stated (§§ 10A-2A-1.41(i), -8.07) |
Any board vacancy, expressly including board-size increase and specific later-date vacancy. Early fill allowed, successor waits. Ordinary filler ends at next director-election meeting; classified filler serves through next election of that group and successor qualification (§§ 10A-2A-8.05(d), -8.10) |
Unless certificate varies: stockholders, board, or below-quorum majority of all remaining directors. Voting-group seat limited to that group's holders or remaining group-elected directors. With no directors, stockholders remain express filler; no special officer/fiduciary/court-election route stated, so call authority or general written consent matters (§§ 10A-2A-7.02, -7.04, -8.10) |
Judicial removal and derivative-procedure cross-reference are included; federal proxy/exchange rules, fiduciary/cause merits, contracts, indemnification, contested office, deadlock, dissolution, receivership, and public/regulated entities remain separate (§ 10A-2A-8.09) |
| Alaska verified 2026-08-25 | Alaska Corporations Code, AS ch. 10.06; ordinary domestic private for-profit corporation under shareholder meeting, voting, consent, director tenure, removal, court, vacancy, and resignation provisions (§§ 10.06.405, .410, .420, .423, .453, .458 to .465, .990) |
One/all removable without reason only at regular/special meeting by approval of outstanding shares: majority of all outstanding entitled shares plus required class/series or greater vote. Other early-ending routes are narrow (§§ 10.06.460, .990(5)) |
Unless articles eliminate cumulative voting, election-sufficient votes against protect individual seat unless entire board removed. Class/series- elected director uses that electorate. Classification adds no cause rule; no board-appointee exception stated (§§ 10.06.420(d), .455, .460) |
Board may declare office vacant after court unsound-mind order. Superior Court may remove for listed misconduct on board or 10%-of-any-class suit. If board appointees leave shareholder-elected directors below majority, 10% may force whole-board election (§§ 10.06.458, .463, .465(c)) |
Removal is regular/special-meeting-only with 20-60-day notice; special notice states purpose. Corporations with 500+ eligible record holders have extra annual-meeting intention-notice routes. No director statement/hearing or delayed removal effect stated (§§ 10.06.410, .460) |
Written notice to chair, president, secretary, or board; effective on giving unless later time specified. Future successor may be elected for that time; no event, acceptance, withdrawal, failed-election, or irrevocability rule stated (§ 10.06.465(d)) |
Any authorized seat not duly filled, including death, resignation, removal, board-size change, or otherwise. Future resignation may be prefilled. Filler holds for elected term and until successor qualifies; statute gives no single universal unexpired/next-election formula (§§ 10.06.453(e), .465, .990(46)) |
Nonremoval vacancy: majority of directors in office despite less than quorum or sole remaining director. Removal vacancy: shareholders only unless articles/shareholder-approved bylaw authorizes board. Shareholder written fill uses majority outstanding eligible shares (§ 10.06.465(a)-(b)) |
Special 500-holder notice and board-appointee reset remain state procedure. Public proxy/exchange, fiduciary and contract consequences, indemnification, dissolution/deadlock, disputed office, and regulated entities remain separate (§§ 10.06.460, .463, .465) |
| Arizona verified 2026-08-25 | Arizona Business Corporation Act; ordinary domestic private business corporation under director resignation, shareholder/judicial removal, term, and vacancy provisions, distinct from issuing-public-corporation and special- entity systems (A.R.S. §§ 10-805, 10-807 to -810) |
One or more directors removable with or without cause unless articles require cause. With quorum, general nonelection rule approves when votes cast for removal exceed votes cast against, unless articles or Act require greater affirmative vote (§§ 10-725(C), 10-808(A)) |
Only electing voting group participates. When less than whole board targeted, election-sufficient cumulative votes against removal protect director; § 10-808 states no separate classified- or board-appointee protection (§§ 10-804, 10-806, 10-808(B)-(C)) |
Court may remove on corporation's or holders of at least 10% of any class's proceeding upon fraudulent or intentional criminal corporate conduct plus corporate best interest; reelection bar capped at 5 years. Corporation is defendant unless it elects plaintiff status (§ 10-809) |
Shareholder removal only at meeting with notice naming removal; general notice 10-60 days. Board or document-authorized actors call, plus officer or shareholder when no directors remain. No ordinary percentage-demand route; no-meeting removal requires every shareholder's written consent; no director statement/hearing rule (§§ 10-702, 10-704(B), 10-705, 10-808(D), 10-810(D)) |
Written notice to board, chair, or corporation; effective on delivery unless later date/event stated. Section 10-807 states no acceptance, withdrawal, or irrevocability rule; later vacancy may be prefilled but successor waits (§§ 10-807, 10-810(C)) |
Vacancy expressly includes board-size increase and specific later-date vacancy from delayed resignation or otherwise. Early fill allowed, successor waits; replacement's term expires next shareholder meeting electing directors and default holdover continues until successor qualifies (§§ 10-805(D)-(E), 10-810(A), (C)) |
Unless articles provide otherwise: shareholders, board, or majority of all remaining directors below quorum fill. Electing voting-group holders alone may fill their seat by shareholder vote; subsection B does not similarly restrict director-side filler. With no directors, any officer/shareholder may call special meeting (§ 10-810) |
Judicial removal and maximum reelection bar are included; issuing-public- corporation, federal proxy, fiduciary/contract, indemnification, deadlock, dissolution, receivership, and regulated-entity matters remain separate (§§ 10-809, 10-2701 to -2743) |
| Arkansas verified 2026-08-25 | Arkansas Business Corporation Act of 1987; applies automatically to corporations formed after 1987, while earlier corporations must have elected in. Ordinary domestic private corporation under meeting, term, resignation, shareholder/judicial-removal, and vacancy provisions (Ark. Code §§ 4-27-101, -701 to -705, -801 to -810, -1701, -1706) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Without cumulative voting, votes cast to remove must exceed votes cast not to remove; removal is meeting-only (§ 4-27-808(a), (c)-(d)) |
Only electing voting group participates; election-sufficient cumulative votes against block removal. Articles may create class seats; nine or more directors are required for two/three-group staggering. No ordinary classified-board cause rule or appointee protection stated (§§ 4-27-804, -806, -808(b)-(c)) |
No ordinary board-removal or automatic-disqualification route stated. Corporation or 10%-of-any-class shareholder may seek court removal for fraud/dishonesty or gross abuse plus best-interest finding; court may bar reelection and shareholder plaintiff must join corporation (§ 4-27-809) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, articles/bylaw-authorized caller, or default 10%-vote demand may trigger special meeting. No removal consent, director statement/hearing, or delayed-effective rule stated (§§ 4-27-702(a), -705(a), (c), -808(d)) |
Written notice to board, chair, or corporation; effective on delivery unless later date stated. No future-event, acceptance, withdrawal, or irrevocability rule stated (§ 4-27-807) |
Act expressly includes board-size increase and specific later-date vacancy; prospective vacancy may be filled early but successor waits. Every vacancy filler serves until next shareholder meeting at which directors are elected; no predecessor-unexpired-term rule (§§ 4-27-805(d), -810(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only class-group shareholders are restricted when shareholders fill; no same-group-director exclusivity is stated. With no directors, shareholders remain express filler and 10%-vote holders may demand special meeting (§§ 4-27-702(a), -810(a)-(b)) |
Judicial-removal route and pre-1988 opt-in branch are included without predicting merits or prior-law outcomes. Federal proxy/exchange rules, fiduciary and contract remedies, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 4-27-809, -1701, -1706) |
| California verified 2026-08-24 | California General Corporation Law; ordinary domestic private stock corporation, not listed-corporation classification, close-corporation shareholder management, public proxy, or regulated-entity procedure (Cal. Corp. Code §§ 100, 162, 192, 301-305) |
Any or all directors removable without cause by approval of outstanding shares: majority of all outstanding shares entitled to vote, plus any required class/series or greater vote. Board-size or class reduction cannot end an incumbent's term (§§ 152, 303(a)-(b)) |
Unless entire board removed, votes against removal or not consenting that could elect director cumulatively block removal; class/series-elected director removable only by that electorate. Listed-classified board has a separate cumulative protection; no board-appointee exception (§ 303(a)) |
Board may declare office vacant after court declaration of unsound mind or felony conviction. Holders of at least 10% of any class may sue for removal for fraudulent/dishonest acts or gross abuse; court may bar reelection and corporation must be a party (§§ 302, 304) |
Removal may occur at meeting or by consent; meeting notice generally 10-60 days and special-meeting notice states general nature, limiting business. Less-than-unanimous consent requires prompt nonconsenter notice; §§ 303-304 state no director statement right or separate delayed effective time (§§ 601, 603) |
Written notice to board chair, president, secretary, or board; effective on notice unless later time stated. Future successor may be elected to take office then; ordinary private rule states no future-event, acceptance, withdrawal, or irrevocability provision (§ 305(d)) |
Any authorized director position not filled by duly elected director, including death, resignation, removal, board-size change, or otherwise. Future resignation may be prefilled; replacement holds for elected term and until successor qualifies (§§ 192, 301(b), 305(d)) |
Nonremoval vacancy: board, or below quorum unanimous written directors, majority of directors then in office at noticed meeting, or sole remaining director; shareholders may fill anytime. Removal vacancy: shareholders only unless articles/shareholder bylaw authorizes board. Nonremoval consent uses majority outstanding; removal-vacancy consent requires unanimity (§§ 305(a)-(b), 603(d)) |
Listed-corporation classification and majority-vote systems, close- corporation management, public proxy/solicitation, contested-office § 709, fiduciary, contract, indemnification, deadlock/dissolution, and transaction rules remain separate; 5% holders have a special whole-board election route after board appointees outnumber shareholder-elected directors (§ 305(c)) |
| Colorado verified 2026-08-25 | Colorado Business Corporation Act, C.R.S. title 7, arts. 101-117; ordinary domestic private business corporation under notice, resignation, shareholder/judicial removal, term, and vacancy provisions (§§ 7-90-105, 7-101-101, 7-108-104 through -110) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast for removal must exceed votes cast against, subject to cumulative protection and any greater articles-set action vote (§§ 7-107-206(3), 7-108-108(1), (3)) |
Only electing voting group participates; cumulative-election-sufficient votes against block removal. Post-1958 corporations default to cumulative voting unless articles opt out. Staggering adds no separate cause rule; no vacancy-appointee protection stated (§§ 7-102-102(3), 7-108-104, -106, -108(2)-(3)) |
No express ordinary board-removal or automatic-disqualification route. Corporation or holders of 10% of any class may seek district-court removal for fraud/dishonesty/gross abuse plus corporate best interests; court may prescribe a reelection bar (§ 7-108-109) |
Meeting route requires purpose-stated call and 10-60 day notice; board, authorized caller, or 10%-vote written demand may initiate. Consent route is available unless articles require meeting; cumulative-vote removal needs unanimity. No director statement/hearing right stated (§§ 7-107-102, -104(1)-(3), -105, 7-108-108(4)) |
Notice to corporation, ordinarily written unless oral notice is reasonable; effective when corporation receives it or on stated later date. No event, acceptance, withdrawal, or irrevocability rule stated (§§ 7-90-105(1)-(2), 7-108-107) |
Any board vacancy, expressly including board-size increase and a specific later-date vacancy from delayed resignation or otherwise. Director-filled term ends next annual election; shareholder-filled term is predecessor's unexpired term, subject to a prior-director-filler exception (§§ 7-108-105, -110(1), (3)) |
Unless articles vary: shareholders, board, or below-quorum majority of all remaining directors. Same-group directors or shareholders exclusively fill a voting-group seat. With no directors, shareholders remain authorized and 10%-vote holders may demand a special meeting (§§ 7-107-102, 7-108-110(1)-(2)) |
Judicial removal and court-set reelection bar are included; federal proxy and exchange rules, fiduciary/cause merits, employment and compensation contracts, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§ 7-108-109) |
| Connecticut verified 2026-08-25 | Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600 to 33-998; ordinary domestic private stock corporation under shareholder-agreement, meeting, term, resignation, shareholder/judicial removal, and vacancy provisions (§§ 33-600, 33-602(6), 33-696, 33-699, 33-717, 33-739 to 33-744) |
Shareholders may remove one/more with/without cause unless certificate makes cause-only. Votes cast for removal must exceed votes cast against, subject to cumulative protection. Qualifying unanimous private-company shareholder agreement may establish removal manner inconsistently with Act (§§ 33-717, 33-742(a), (c)) |
Only electing voting group participates; election-sufficient cumulative votes against block removal. Certificate may stagger up to five groups, but classification alone adds no cause rule. No vacancy-appointee protection stated; qualifying shareholder agreement may establish directors, terms, selection, or removal manner (§§ 33-717, 33-740, 33-742(b)-(c)) |
No ordinary board-removal/automatic route stated. Corporation or derivative plaintiff may seek court removal for listed fraud/dishonesty, gross abuse, or intentional corporate harm plus course-of-conduct, inadequate-remedy, and best-interest findings; court may bar reelection for prescribed period and order other equitable relief (§ 33-743) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, authorized caller, or default 10%-vote demand may trigger special meeting. No removal consent, director statement/hearing, or delayed-effective rule stated (§§ 33-696(a), 33-699(a), 33-742(d)) |
Written resignation to board, chairperson, or secretary; effective on delivery, specified later date, or future event. Failed-election-conditioned resignation may say irrevocable; no acceptance or general withdrawal rule stated (§ 33-741) |
Any board vacancy, expressly including board-size increase and specific later-date vacancy. Early fill allowed, successor waits. Every vacancy filler serves until next shareholder meeting at which directors are elected; no predecessor-unexpired-term rule (§§ 33-739(d), 33-744(a), (c)) |
Unless certificate varies: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only class/group shareholders or its directors fill that seat. With no directors, shareholders remain express filler and default 10%-vote holders may demand a special meeting (§§ 33-696(a), 33-744(a)-(b)) |
Qualifying unanimous private-company shareholder agreement and judicial- removal route are included without predicting validity or merits; federal proxy/exchange rules, fiduciary and contract remedies, indemnification, contested office, deadlock, dissolution, receivership, and public/regulated entities remain separate (§§ 33-717, 33-743) |
| Delaware verified 2026-08-25 | Delaware General Corporation Law, 8 Del. C. ch. 1; ordinary domestic private stock corporation under director term, resignation, classification, removal, stockholder consent, vacancy, election, and Chancery office-review provisions (§§ 101, 141, 211, 223, 225, 228) |
Any director or entire board removable with or without cause by holders of a majority of shares then entitled to vote at a director election. Certificate may require a larger vote; classified-board and structural exceptions apply (§§ 102(b)(4), 141(k)) |
Classified board is cause-only unless certificate provides otherwise. Cumulative-election-sufficient votes against block no-cause individual removal; separately elected class/series controls its seat's no-cause vote. No board-appointee exception stated (§§ 141(d), (k), 214) |
No general board-removal or automatic-disqualification route stated. Corporation or derivative stockholder may seek judicial removal after specified felony/loyalty judgment, bad faith, necessity, and irreparable-harm findings (§ 225(c)) |
Meeting or certificate-permitted consent. Special meeting called by board or certificate/bylaw-authorized person; notice 10-60 days and states special- meeting purpose. Less-than-unanimous consent has prompt after-notice; no director statement/hearing stated (§§ 211(d), 222, 228) |
Written or electronic notice to corporation; effective on delivery unless a later date or event is specified. Failed-reelection conditional resignation may be irrevocable; no acceptance or general withdrawal rule stated (§ 141(b)) |
Covers vacancies and increase-created seats; all-seats-vacant clause names death, resignation, or other cause, while removal ends office. Future resignation may be prefilled. Classified replacement serves until next class election; other director holds until successor qualifies (§§ 141(b), 223) |
Unless certificate/bylaws differ: majority of directors then in office despite less than quorum, sole remaining director, or matching class/series directors fill. With none, officer, stockholder, or specified fiduciary may call election meeting or seek Chancery order; 10% court-election route also applies (§ 223) |
Chancery may determine election, appointment, removal, resignation, and right-to-office validity. Federal proxy/exchange, fiduciary and contract consequences, indemnification, deadlock, dissolution, custodianship, and regulated entities remain separate (§ 225(a)) |
| District of Columbia verified 2026-08-25 | Business Corporation Act of 2010, D.C. Code Title 29, Chapter 3; ordinary domestic private business corporation under meeting, consent, cumulative- voting, term, resignation, removal, court, and vacancy provisions (§§ 29-301.01, -305.02 to -.05, -305.28, -306.05 to -.10) |
One or more removable with/without cause unless articles make cause-only. At quorum, votes for must exceed votes against; articles may require more. Qualifying unanimous shareholder agreement may set selection/removal manner (§§ 29-305.25, -305.42, -306.08) |
Cumulative voting only if articles authorize and meeting materials disclose it or holder gives 48-hour notice; election-sufficient votes against block removal. Only electing voting group participates. Staggering adds no cause rule; no board-appointee exception (§§ 29-305.28, -306.06, -306.08) |
No general board-removal or automatic-disqualification route stated. Corporation or derivative shareholder may seek Superior Court removal for fraud, gross abuse, or intentional harm plus inadequate remedies and best interest; reelection bar available (§ 29-306.09) |
Removal is meeting-only, at a meeting called for removal, with notice stating that purpose. General notice is 10-60 days; board/document callers or generally 10% holders may trigger special meeting. No statement/hearing or delayed effect stated (§§ 29-305.02, -305.05, -306.08) |
Written resignation delivered to board, chair, or secretary; effective on delivery unless later date or event. Failed-election conditional resignation may be irrevocable; no acceptance or general withdrawal rule stated (§ 29-306.07) |
Vacancy includes increase-created seat; specific later vacancy may be prefilled but successor waits. Replacement term expires at next shareholder meeting electing directors, then holdover until successor qualifies; board- size decrease does not shorten incumbent (§§ 29-306.05, -306.10) |
Unless articles differ: shareholders or board fill; below-quorum directors act by majority of all remaining. Matching shareholder group or its directors exclusively fills class seat. With no board, qualifying holders may demand special meeting (§§ 29-305.02, -306.10) |
Qualifying private-company shareholder agreement may alter selection/removal. Public-company election bylaw, federal proxy/exchange, fiduciary and contract consequences, indemnification, dissolution/deadlock, contested title, and regulated entities remain separate (§§ 29-305.42, -306.09, -308.22) |
| Florida verified 2026-08-24 | Florida Business Corporation Act, chapter 607; ordinary domestic for-profit corporation, subject to articles, bylaws, and a qualifying unanimous shareholder agreement; nonprofit, benefit, public, and regulated systems separate (§§ 607.0101, .01401(13), .0732, .0807-.0809) |
One or more directors removable with/without cause unless articles require cause. Votes cast for removal must exceed votes cast against, unless articles/bylaws require more; board-size decrease cannot shorten an incumbent term (§§ 607.0805(3), .0808(1), (3)) |
Voting-group-elected director removable only by that group. If cumulative voting is authorized, sufficient votes to elect the director block removal under the statute's meeting/consent formulas. No separate classified-board cause or board-appointee removal rule (§ 607.0808(2)-(3)) |
No express ordinary board-removal or automatic-cessation route. Corporation or derivative proceeding may seek judicial removal for specified findings; court may grant other relief and bar reelection for a prescribed period (§§ 607.0802, .0808-.08081) |
Shareholder removal only at meeting called for removal; notice must state removal purpose. General meeting notice is 10-60 days; qualifying holders may demand special meeting. No director statement/hearing or delayed-time rule in removal section (§§ 607.0702, .0705, .0808(4)) |
Written notice to board, chair, or secretary; effective on delivery unless later date or future event. Later/event/failed-election resignation may say it is irrevocable; statute states no acceptance or other withdrawal formula (§ 607.0807) |
No exhaustive vacancy definition; provisions expressly include board-size increase, later-effective resignation or otherwise, and a failed-election office under an electing bylaw. Prospective vacancy may be prefilled; replacement term ends at next director-election meeting (§§ 607.0805(4), .0807(2), .0809(1), (3), .1023(1)) |
Unless articles provide otherwise: shareholders, board, or majority of all remaining directors below quorum. Electing voting group's holders or its remaining directors exclusively fill its seat; committees cannot fill board seats. No separate all-vacant shortcut (§§ 607.0702, .0809, .0825(4)(c)) |
Qualifying unanimous shareholder agreement may govern director identity, terms, selection, removal, and voting, but ends at Exchange Act registration. Public proxy, fiduciary, contract, indemnification, contested-office, deadlock/dissolution, and regulated-entity issues remain separate (§ 607.0732) |
| Georgia verified 2026-08-25 | Georgia Business Corporation Code; ordinary domestic private for-profit corporation, subject to articles, shareholder-adopted bylaws, voting-group rights, cumulative voting, and staggered terms; public proxy, nonprofit, benefit, and regulated systems separate (O.C.G.A. §§ 14-2-101, 14-2-140, 14-2-802, 14-2-805, 14-2-807–810) |
Shareholders may remove one or more directors with/without cause unless articles or shareholder-adopted bylaw requires cause. Without cumulative voting, removal needs majority of all votes entitled to be cast; board-size decrease cannot shorten an incumbent term (§§ 14-2-805(c), 14-2-808(a), (c)) |
Only the electing voting group may remove its director. With cumulative voting, votes sufficient to elect the director block removal. Staggered- term director is cause-only unless articles or shareholder-adopted bylaw says otherwise; no board-appointee exception (§ 14-2-808(b)–(d)) |
Current ordinary scheme states no express board-removal, judicial-removal, automatic-cessation, or appointing-person route; § 14-2-809 is reserved. Qualifications may be added by articles/bylaws, but surveyed text supplies no automatic midterm forfeiture rule (§§ 14-2-802, 14-2-807–810) |
Shareholder removal is meeting-only; meeting must be called for removal and notice must state removal as a purpose. General notice is 10-60 days. The removal section states no director statement/hearing or delayed-time rule (§§ 14-2-705, 14-2-808(e)) |
Written or electronic notice to board, chair, or corporation; effective on delivery unless later date or event. Event-conditioned resignation may be irrevocable; statute states no acceptance or other withdrawal formula (§ 14-2-807) |
No exhaustive definition; expressly includes board-size increase and a later vacancy from future-effective resignation or otherwise. Prospective vacancy may be filled early, but successor waits; replacement serves the predecessor's unexpired term, while board-filled new seat lasts to next shareholder election (§§ 14-2-805(d), 14-2-810(a), (c)) |
Unless articles or shareholder-approved bylaw says otherwise: shareholders, board, or majority of all remaining directors below quorum. Electing voting group's holders or its remaining directors exclusively fill its seat. No separate all-seats-vacant shortcut; shareholders remain authorized (§ 14-2-810) |
Public proxy and exchange rules, beneficial-owner systems, cause merits, fiduciary duty, employment/compensation, contracts, indemnification, contested office, deadlock/dissolution, and regulated-entity procedures are outside this ordinary private-corporation procedure |
| Hawaii verified 2026-08-25 | Hawaii Business Corporation Act, Haw. Rev. Stat. ch. 414; ordinary domestic private for-profit corporation under meeting, shareholder-agreement, term, resignation, shareholder/judicial-removal, and vacancy provisions (§§ 414-1, -3, -122 to -125, -149, -163, -195 to -200) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Without activated cumulative voting, votes cast for removal must exceed votes cast against. Qualifying unanimous shareholder agreement may set different removal manner (§§ 414-163(a)(3)-(4), -198(a), (c)) |
If cumulative voting is activated, election-sufficient opposition blocks removal; only electing voting group participates. Nine-or-more board may stagger two/three groups, but classification adds no cause rule. No vacancy- appointee exception stated (§§ 414-149, -194, -196, -198(b)-(c)) |
No ordinary board-removal or automatic-disqualification route. Corporation or holders of at least 10% of any class may seek circuit-court removal for fraud/dishonesty or gross abuse plus best-interest finding; court may bar reelection and shareholder plaintiffs must join corporation (§ 414-199) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, articles/bylaw-authorized caller, or 10%-vote demand may trigger. No ordinary removal consent, director statement/hearing, or delayed-effective rule; qualifying § 414-163 agreement may alter manner and permit nonunanimous consent (§§ 414-122, -125, -163, -198(d)) |
Written/electronic notice to board, chair, or corporation; delivery-effective unless later date stated. No future-event, acceptance, withdrawal, or irrevocability rule stated (§ 414-197) |
Vacancy provision expressly includes board-size increase and vacancy at a specific later date; prospective filler waits to take office. Every vacancy fill expires at next shareholder meeting where directors are elected; no predecessor-unexpired-term rule (§§ 414-195(d), -200(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only class-group shareholders are restricted when shareholders fill; no same-group-director exclusivity is stated. With no directors, shareholders remain express filler and 10%-holders may demand special meeting (§§ 414-122, -200(a)-(b)) |
Qualifying agreement may change removal and ends on listing/regular trading; public company may restrict cumulative voting. Federal proxy/exchange, fiduciary and contract consequences, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 414-149(b), -163(d), -199) |
| Idaho verified 2026-08-25 | Idaho Business Corporation Act, Idaho Code §§ 30-29-101 to -1704; ordinary domestic private for-profit corporation under meeting, shareholder- agreement, term, resignation, removal, judicial-removal, special election- bylaw, and vacancy provisions (§§ 30-29-101, -140, -702 to -705, -732, -803 to -810, -1022) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast for must exceed votes cast against unless articles/ bylaws require greater; qualifying unanimous shareholder agreement may set different removal manner (§§ 30-29-732, -808(a), (c)) |
Only electing voting group participates. If articles-authorized cumulative voting applies, election-sufficient opposition blocks meeting removal and equivalent nonconsent protects against less-than-unanimous consent. Staggering alone adds no cause rule; no vacancy-appointee exception (§§ 30-29-728, -804, -806, -808(b)-(c)) |
No ordinary board-removal/disqualification route. Corporation or derivative shareholder may seek court removal/other relief for fraud, gross abuse, or intentional harm plus best-interest/remedy-inadequacy findings. Special § 30-29-1022 bylaw may terminate elected vote-against director by 90 days or earlier replacement (§§ 30-29-809, -1022) |
Section 30-29-808(d) says removal only at purpose-called meeting with stated notice; general notice is 10-60 days. Board, articles/bylaw caller, or default 20%-vote demand adjustable lower or up to 33 1/3% may trigger. Yet subsection (c) expressly addresses less-than-unanimous removal consent; no director statement/hearing or delayed-removal rule stated (§§ 30-29-702, -704 to -705, -808(c)-(d)) |
Written notice to board, chair, or secretary; effective under general notice- effectiveness rule unless delayed, including future event. Failed-election- conditioned resignation may be irrevocable; no acceptance or general withdrawal rule stated (§§ 30-29-141(i), -807) |
Vacancy expressly includes board-size increase and a vacancy at specific later date; prospective fill waits to take office. Every vacancy filler ends at next shareholder meeting where directors are elected. Special vote- against replacement is deemed a board vacancy fill (§§ 30-29-805(d), -810, -1022(a)(2)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only same-group shareholders/directors fill that group's seat. With no directors, shareholders remain express filler; demand/court-meeting routes remain subject to 20%-adjustable threshold and timing (§§ 30-29-702 to -703, -810) |
Qualifying unanimous agreement may change removal; special election bylaw is included without deciding employment or cause. Federal proxy/exchange, fiduciary and contract consequences, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 30-29-732, -809, -1022, -1430) |
| Illinois verified 2026-08-24 | Illinois Business Corporation Act of 1983; ordinary domestic private corporation with required board, subject to articles, bylaws, class/series rights, and Article 2A close-corporation arrangements; nonprofit, public, foreign, and regulated systems separate (805 ILCS 5/8.05, 8.10, 8.30, 8.35) |
One or more directors removable with/without cause at shareholder meeting by majority of all outstanding shares entitled to vote at director election. Classified-board articles may require cause; named-director notice and structural protections apply (805 ILCS 5/8.35(a)) |
If less than entire board removed, cumulative votes against sufficient to elect block removal; class/series-elected director removable only by that electorate. Classified-board articles may require cause; no board-appointee exception (805 ILCS 5/8.10(e)-(f), 8.35(a)(2)-(4)) |
No general ordinary board-removal or automatic-cessation route. Corporation or holders of at least 10% of any class may seek circuit-court removal for two required findings; court may bar reelection and shareholder plaintiffs must join corporation (805 ILCS 5/8.35(b)) |
Removal meeting notice must name affected director(s) and state removal purpose; only named directors removable. General notice 10-60 days. General consent statute may replace shareholder meeting unless articles or the Act's specific exception, with 5-day advance and prompt later notice if nonunanimous. No director statement/hearing or delayed-time rule (805 ILCS 5/7.10, 7.15, 8.35(a)(1)) |
Written notice to board, chair, president, or secretary; effective when given unless future date. Pending vacancy may be filled early, but successor waits until effective date. No event, acceptance, withdrawal, or irrevocability provision (805 ILCS 5/8.10(g)) |
Any vacancy and board-size-increase seat covered; no exhaustive definition. Future resignation may be prefilled. Shareholder-elected replacement serves balance of term; board-appointed replacement only until next shareholder meeting electing directors (805 ILCS 5/8.10(c), (g), 8.30) |
Shareholders at annual or purpose-called special meeting; bylaws may set interim director/shareholder method, otherwise board acting by ordinary quorum/majority. Committee cannot fill board seat. No reduced-board, class-group, or separate all-vacant shortcut; president or one-fifth holders can call ordinary special election meeting (805 ILCS 5/7.05, 8.15, 8.30, 8.40(c)(3)) |
Article 2A directorless close-corporation management, public proxy and exchange systems, contested-office relief, fiduciary, employment, contract, indemnification, deadlock/dissolution, and transaction rules remain separate; procedure does not decide court-removal findings (805 ILCS 5/8.05(a), 8.35(b)) |
| Indiana verified 2026-08-25 | Indiana Business Corporation Law, IC 23-1; ordinary domestic private corporation under director term, resignation, removal, vacancy, shareholder- meeting, and board-action provisions (IC 23-1-29, -30, -33, -34). A 50-or-fewer-shareholder corporation may alter or dispense with its board in articles (IC 23-1-33-1(c)) |
Articles may supply any removal manner and may restrict the default. Otherwise shareholders or directors may remove one/more with or without cause. Without cumulative voting, shareholder votes for removal must exceed votes against; ordinary board action is majority present at quorum unless documents vary (IC 23-1-33-8(a), (c); 23-1-34-5) |
Only the electing shareholder voting group participates in removing its director. With authorized cumulative voting, votes sufficient to elect the director block removal. No separate private-company classified-board or vacancy-appointee protection is stated; articles may change removal (IC 23-1-33-4, -6, -8) |
Directors have the same default with/without-cause removal authority, subject to articles and voting-group rule; a board committee cannot fill a board vacancy. The ordinary provisions state no judicial-removal petition, reelection bar, automatic cessation, or qualification-loss removal route (IC 23-1-33-2, -8; 23-1-34-6(e)(3)) |
Shareholder removal only at meeting called for it; notice must state removal and ordinarily run 10-60 days. Special-meeting callers differ above/below 50 shareholders. Board may act at noticed meeting or by unanimous written consent. No director statement/hearing or separate delayed-removal rule (IC 23-1-29-2, -5; 23-1-33-8(d); 23-1-34-2 to -5) |
Written notice to board, chair, secretary, or document-designated officer; effective on delivery or stated later date/event. Failed-election-vote condition may be irrevocable. No acceptance or general withdrawal rule (IC 23-1-33-7) |
Vacancy provision expressly includes board-size increase and a specific later-date vacancy, including delayed resignation or otherwise. Prospective fill allowed but successor waits; replacement serves remainder of predecessor's term and then holds over until successor qualifies (IC 23-1-33-5(d)-(e), -9(a), (c)) |
Unless articles provide otherwise, board fills; if remaining directors are below quorum, majority of all remaining fills. If shareholders fill a seat elected by a voting group, only that group votes. No express all-seats-vacant shortcut; ordinary special-meeting and limited court-order routes apply (IC 23-1-29-2 to -3; 23-1-33-9) |
SEC-registered staggered-board and written-consent branches are separate; federal proxy/solicitation, fiduciary and contract merits, indemnification, deadlock, dissolution, receivership, and disputed-office relief remain outside this ordinary private-company procedure (IC 23-1-29-4(b); 23-1-33-6(c)-(d)) |
| Iowa verified 2026-08-25 | Iowa Business Corporation Act, Iowa Code chapter 490; ordinary domestic private for-profit corporation under notice, shareholder-agreement, meeting, director-term, resignation, shareholder/judicial-removal, vacancy, and optional election-bylaw provisions (§§ 490.140-.141, .702, .705, .732, .803-.810, .1022) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast to remove must exceed votes cast against, but articles or bylaws may require more. Qualifying unanimous shareholder agreement may set a different removal manner (§§ 490.732, .808(1), (3)) |
Only electing voting group participates; election-sufficient cumulative opposition blocks removal. Cumulative voting requires articles; articles may stagger two/three groups. No ordinary classified-board cause rule or vacancy-appointee protection stated (§§ 490.728, .804, .806, .808(2)-(3)) |
No ordinary board-removal/disqualification route. Derivative corporation or shareholder proceeding may obtain court removal/other relief for listed fraud, gross abuse, or intentional harm plus course-of-conduct, inadequate-remedy, and best-interest findings. Optional vote-against bylaw ends term within 90 days or on board-selected filler (§§ 490.809, .1022) |
Section 490.808(4) says removal only at purpose-called meeting with removal stated in notice; subsection (3) separately mentions less-than-unanimous written consent for cumulative protection. General notice is 10-60 days; no director statement/hearing or separate delayed removal rule stated (§§ 490.705, .808(3)-(4)) |
Written notice to board, chair, or secretary; effective under the general delivery-method notice rule unless delayed, including by future event. Failed-election-conditioned resignation may say irrevocable; no acceptance or general withdrawal rule stated (§§ 490.141(9), .807) |
Act expressly includes board-size increase, later-date vacancy, and optional vote-against-bylaw termination. Prospective vacancy may be filled early but successor waits; every vacancy fill expires at next shareholder meeting at which directors are elected (§§ 490.805(4), .810, .1022(1)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only same-group directors or shareholders fill that group's seat. With no directors, shareholders remain express filler; special-meeting demand defaults to 10% but articles may set up to 25% (§§ 490.702(1), .810(1)-(2)) |
Exchange-Act-registered corporation uses 50% special-meeting demand unless board/document caller acts; ordinary private rule permits articles-adjusted 10%-to-25% route. Federal proxy/exchange, fiduciary and contract remedies, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 490.702(1), (5), .809) |
| Kansas verified 2026-08-25 | Kansas General Corporation Code; ordinary domestic private stock corporation under director, stockholder-meeting, consent, vacancy, and contested-office provisions; special statutory regulation controls where inconsistent (K.S.A. §§ 17-6001(c), 17-6301, 17-6501, 17-6512 to 17-6515, 17-6518) |
Holders of a majority of shares then entitled to vote at a director election may remove any director or entire board with/without cause. Classified board defaults to cause-only unless articles provide otherwise; no separate bylaw override stated (§ 17-6301(k)(1)) |
For no-cause partial removal under cumulative voting, election-sufficient votes against protect the director. For no-cause removal of a class/series- elected director, that electorate votes. Articles may establish class/series seats and weighted director votes; no vacancy-appointee exception stated (§ 17-6301(d), (k)) |
No ordinary board-removal or automatic-disqualification route stated. Court may remove after duty-connected felony conviction or prior loyalty-breach merits judgment if director lacked good faith and removal is necessary to avoid irreparable harm; corporation or derivative stockholder applies (§ 17-6515(c)) |
Removal may occur at meeting or, unless articles opt out, meeting-equivalent written/electronic consent. Special-meeting notice states purpose and issues 10-60 days before; board or articles/bylaw-authorized person may call. Less-than-unanimous consent requires prompt nonconsenter notice; no director statement/hearing or separate delayed-removal rule stated (§§ 17-6501(d), 17-6512(a)-(b), 17-6518) |
Written/electronic notice to corporation; delivery-effective unless later date or event. Failed-reelection-conditioned resignation may be irrevocable; no acceptance requirement or general withdrawal rule stated. Future vacancy may be prefilled including by resigners (§§ 17-6301(b), 17-6513(d)) |
Vacancies include death, resignation, removal or other cause; statute also covers newly created seats and future-effective resignations. Classified filler serves until next election of that class and successor qualification; otherwise general holdover applies and no unexpired-term formula is stated (§§ 17-6301(b), 17-6513(a)-(b), (d)) |
Unless articles/bylaws vary, majority of directors then in office below quorum or sole remaining director fills; same-class directors fill a class seat. With no directors, receiver, officer, stockholder, or stockholder fiduciary may call special election meeting or seek court order. Ten-percent voting holders may seek election when board fillers leave incumbents below the statutory former-whole-board majority (§ 17-6513(a), (c)-(d)) |
District court may determine validity of an election, appointment, removal, or resignation and title to office; that route and § 17-6515(c) do not decide fiduciary or contract consequences. Public proxy/exchange, employment, indemnification, deadlock, dissolution, receivership merits, and regulated entities remain separate (§§ 17-6001(c), 17-6515) |
| Kentucky verified 2026-08-25 | Kentucky Business Corporation Act, KRS chapter 271B; ordinary domestic private business corporation under meeting, consent, resignation, shareholder removal, term, and vacancy provisions (§§ 271B.7-020, .7-040, .7-050, .7-250, .7-280, .8-040 through .8-100) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast for removal must exceed votes cast against, subject to cumulative protection and any greater articles-set action vote (§§ 271B.7-250(3), 271B.8-080(1), (3)) |
Only electing voting group participates. Cumulative voting is articles opt-in; election-sufficient votes against block removal. Staggering adds no cause rule; no vacancy-appointee exception stated (§§ 271B.7-280, 271B.8-040, .8-060, .8-080(2)-(3)) |
No express ordinary board-removal or automatic-disqualification route. The current Chapter 271B index runs from § 271B.8-080 removal directly to § 271B.8-100 vacancy, with no dedicated judicial-removal or reelection-bar section |
Removal only at purpose-called meeting with removal stated; ordinary notice is 10-60 days. Board, authorized caller, or default 33⅓%-vote demand may call, with unbounded articles variation. No director statement, hearing, or delayed removal rule stated (§§ 271B.7-020, .7-050, .8-080(4)) |
Written notice to board, chair, or corporation; effective on delivery or specified later date. No event condition, acceptance, withdrawal, or irrevocability rule stated (§ 271B.8-070) |
Any board vacancy, expressly including board-size increase and specific later-date vacancy. Early fill allowed, successor waits. Classified filler serves to next group election plus successor qualification; general next- annual/holdover rules govern other terms (§§ 271B.8-050, .8-100(1), (3)) |
Unless articles vary: shareholders, board, or below-quorum majority of all remaining directors. Only class/group shareholders fill their seat; no parallel class-director route stated. With no directors, shareholders remain express filler and may use general consent or 33⅓%-demand meeting route (§§ 271B.7-020, .7-040, .8-100) |
Absence of a dedicated judicial-removal section is reported; federal proxy/ exchange rules, cause and fiduciary merits, contracts, indemnification, contested office, deadlock, dissolution, receivership, and public/regulated entities remain separate (KRS ch. 271B index; § 271B.8-080) |
| Louisiana verified 2026-08-25 | Louisiana Business Corporation Act, La. R.S. title 12, chapter 1; ordinary domestic private business corporation under meeting, resignation, shareholder removal, reserved judicial section, term, and vacancy provisions (§§ 12:1-702, -704-.705, -728, -804 through -810) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Required vote is majority of all votes entitled to be cast in a director election, not votes cast; no bylaws variation stated (§ 12:1-808(A), (C)) |
Only electing voting group participates. Cumulative voting is articles opt-in; election-sufficient votes against block removal. Staggering adds no separate cause rule; no vacancy-appointee protection stated (§§ 12:1-728, -804, -806, -808(B)-(C)) |
No express ordinary board-removal or automatic-disqualification route; § 12:1-809 is reserved, so no dedicated statutory judicial-removal or reelection-bar proceeding appears in this sequence (§§ 12:1-808 through -810) |
Removal only at purpose-called meeting with removal stated; ordinary notice is 10-60 days. Board, authorized caller, or default 10%-vote demand (articles may lower or raise to 25%) reaches special meeting. No director statement, hearing, or delayed removal rule stated (§§ 12:1-702, -705, -808(D)) |
Written resignation to board/chair or secretary; effective on delivery or later date/event. Failed-election-conditioned resignation may be irrevocable; no other withdrawal/irrevocability rule stated (§ 12:1-807) |
Any board vacancy, expressly including board-size increase and specific later-date vacancy. Early fill allowed, successor waits; replacement serves predecessor's remaining term (§§ 12:1-805(D), 12:1-810(A), (C)) |
Unless articles/bylaws vary: shareholders, board, or below-quorum majority of all remaining directors; voting-group seat limited to that group's holders or directors. With no directors, shareholders remain express filler and may use general consent or 10%-demand meeting route (§§ 12:1-702, -704, -810) |
Reserved judicial-removal section is reported; federal proxy/exchange rules, cause and fiduciary merits, contracts, indemnification, contested office, deadlock, dissolution, receivership, public-company vote-against bylaws, and regulated entities remain separate (§§ 12:1-809, 12:1-1022) |
| Maine verified 2026-08-25 | Maine Business Corporation Act, 13-C M.R.S. §§ 101-102; ordinary domestic private for-profit/share corporation under meeting, shareholder-agreement, term, resignation, shareholder/judicial-removal, office-review, and vacancy provisions (§§ 702, 705, 730, 732, 743, 805-810) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Default is affirmative 2/3 of shares entitled; articles may set greater/lesser vote, including unanimity, but floor is majority of votes cast. Qualifying unanimous shareholder agreement may set removal manner (§§ 743, 808) |
With articles-authorized cumulative voting, election-sufficient opposition blocks removal; only electing voting group participates. Articles may stagger two/three groups, but classification adds no cause rule. No vacancy-appointee exception stated (§§ 730, 806, 808(1)-(2)) |
No ordinary board-removal or automatic-disqualification route. Corporation/ corporation-right misconduct proceeding permits Superior Court removal, reelection bar, and other relief; separate expedited § 732 proceeding may determine removal validity or right to office and grant equitable relief (§§ 732, 809) |
Ordinary removal only at purpose-called meeting whose notice states removal; notice is 10-60 days, or 3-60 for close corporation. Board, authorized caller, or ordinarily 10%-vote demand may trigger. No director statement/hearing or delayed-effective rule; qualifying § 743 agreement may alter manner (§§ 702, 705, 743, 808) |
Written resignation delivered to board, chair, or clerk; delivery-effective unless later date, including specified future event. A failed-election-vote- conditioned resignation may be irrevocable; no general withdrawal or acceptance rule stated (§ 807) |
Vacancy provision expressly includes board-size increase and vacancy at a specific later date; prospective filler waits to take office. Fill ordinarily expires at next director-election meeting, but staggered-board articles may set another time; no predecessor-unexpired-term default (§§ 805(4), 810(1), (3)) |
Unless articles/bylaws vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Voting-group shareholders or same-group directors exclusively fill their seat. With no directors, shareholders remain express filler and qualifying holders may demand special meeting (§§ 702, 810(1)-(2)) |
Qualifying shareholder agreement ends when corporation becomes public. Federal proxy/exchange, fiduciary and contract consequences, indemnification, contested-office merits beyond § 732, dissolution, deadlock, receivership, and regulated entities remain separate (§§ 102(30-A), 732, 743(4)-(6), 809) |
| Maryland verified 2026-08-25 | Maryland General Corporation Law, Corporations and Associations article, Title 2; ordinary domestic private corporation under director tenure, removal/resignation, vacancy, board action, and stockholder meeting/consent provisions (§§ 2-404 to -408, 2-501 to -506) |
Stockholders may remove any director with/without cause by affirmative majority of all votes entitled to be cast generally for director election, subject to charter, structural exceptions, and separate opted-in subtitle 8 regime. Specific entitled-vote denominator controls (§ 2-406(a)) |
Unless charter varies: class/series-elected director no-cause removal needs majority of all that electorate's votes; cumulative-election-sufficient votes against protect partial no-cause removal; classified director cannot be removed without cause. No separate vacancy-appointee protection (§§ 2-404(b)(2), 2-406(b)) |
No express ordinary board- or judicial-removal petition or reelection bar in §§ 2-404 to -408. Director's term ends automatically on loss of document-set qualification only if charter/bylaws required that result when elected; subtitle 8 opt-ins remain separate (§§ 2-404(b)(1)(iii), 2-406(a)(3)) |
Removal statute states no meeting-only, purpose-notice, hearing, statement, or delayed-effect condition. Meeting notice runs 10-90 days and states purpose for special meeting; president, board, document actor, or qualifying stockholders may call/demand. Consent routes also available (§§ 2-502, 2-504 to -505) |
Written/electronic resignation may take effect later or on event, become irrevocable on event, and be irrevocable if triggered by failure to receive specified reelection vote. Statute states no recipient, acceptance, or general withdrawal formula (§ 2-406(c)) |
Removal expressly creates successor-fill vacancy; other vacancy causes are not enumerated, while board increase has separate rule. Board-elected filler serves to next annual meeting plus holdover; stockholder-elected successor to removed director serves balance of removed director's term (§ 2-407) |
Stockholders/class electorate may fill removal vacancy. Unless documents vary, majority remaining below quorum fills other-than-increase vacancy; majority entire board fills increase; majority/sole remaining class-elected directors fill class seat. No express all-seats-vacant actor (§ 2-407) |
Subtitle 8 elections and registered/investment-company branches are separate; federal proxy/solicitation, fiduciary and contract merits, indemnification, deadlock, dissolution, receivership, and disputed-office relief remain outside ordinary private-company procedure (§§ 2-406(a)(3), 2-407(a), (c)) |
| Massachusetts verified 2026-08-25 | Massachusetts Business Corporation Act, G.L. c. 156D; ordinary domestic private business corporation under director term, resignation, removal, and vacancy provisions, distinct from public-corporation classification rules (§§ 8.05 to 8.10) |
Subject to public-classification subsection and unless articles/bylaws say otherwise, shareholders remove one or more with/without cause. Without cumulation, votes cast for removal must exceed votes cast against (§ 8.08(a), (c)) |
Only electing voting group participates in shareholder removal; cumulative- election-sufficient votes against removal protect director. Board cause- removal of group seat limited to directors elected by that group; private removal section states no board-appointee exception (§§ 8.04, 8.08(b)-(d)) |
Directors may remove for cause by greater of majority then in office or document action threshold, with voting-group limit. Current chapter index states “[There is no 156D:8.09.]” between removal and vacancy; § 8.08(d) permits board removal for cause |
Shareholder or director removal only at meeting called for removal, with notice naming it; shareholder notice 7-60 days. Board/document callers and private-company 10% demand (articles may lower) apply. Consent available; no director statement/hearing rule (§§ 7.02, 7.04-.05, 8.08(e)) |
Written notice to board, chair, or corporation; effective on delivery unless later date stated. Section 8.07 states no future-event, acceptance, withdrawal, or irrevocability rule; later vacancy may be prefilled but successor waits (§§ 8.07, 8.10(c)) |
Vacancy expressly includes board-size increase and specific later-date vacancy from delayed resignation or otherwise. Early fill allowed, successor waits; replacement term defaults to next shareholder meeting electing directors, subject to articles/shareholder bylaw/public-classification rule, then holdover (§§ 8.05(d)-(e), 8.10(a), (c)) |
Unless articles or public-classification rule provides otherwise: shareholders, board, or majority of all remaining directors below quorum fill. Electing voting-group shareholders or, unless documents vary, its directors fill their seat; no separate all-seats-vacant actor stated (§ 8.10) |
Public-corporation classification, federal proxy/solicitation, fiduciary and contract merits, indemnification, deadlock, dissolution, receivership, and regulated-entity systems remain separate; chapter has no general judicial- removal section (G.L. c. 156D §§ 8.06, 8.08-.10) |
| Michigan verified 2026-08-25 | Michigan Business Corporation Act, 1972 PA 284; ordinary domestic private for-profit corporation, subject to articles, bylaws, class/series or bond election rights, cumulative voting, classified terms, and qualifying unanimous shareholder agreement; public proxy and regulated systems separate (MCL §§ 450.1101, .1106, .1488, .1505, .1511, .1514, .1515a) |
One or more directors removable with/without cause unless articles require cause. Majority of shares entitled to vote at director election; articles may require higher vote for without-cause removal. Qualifying unanimous shareholder agreement may set removal manner (§§ 450.1488, 450.1511(1)) |
If cumulative voting and less than entire board removed, votes sufficient to elect director cumulatively block removal, using director's class when classified. Articles-authorized class/series shareholders or bondholders control removal of their elected director (§ 450.1511(2)–(3)) |
No express ordinary board-removal or automatic-cessation route. Corporation or holders of at least 10% of any class may seek circuit-court removal for fraudulent, illegal, or dishonest conduct or gross abuse plus corporate best interest; court may bar service (§§ 450.1511, 450.1514) |
Meeting notice generally 10-60 days and states purposes. Articles may allow meeting-equivalent consent; unanimous consent always available. Removal section states no director statement/hearing, special notice, or delayed- time rule (§§ 450.1404, 450.1407, 450.1511) |
Written notice to corporation; effective on receipt unless notice sets later time. Statute states no future-event, acceptance, withdrawal, or irrevocability formula (§ 450.1505(2)) |
No exhaustive definition; expressly includes board-size increase, death, resignation, other cause, and specified later date. Prospective vacancy may be prefilled but successor waits. Classified replacement serves to next election of that class; ordinary annual-term/holdover rule otherwise applies (§§ 450.1505(2), 450.1515a(1), (3)–(5)) |
Unless articles limit: shareholders, board, or majority of all remaining directors below quorum. Exclusive class/series seat filled by its directors or shareholders. If no directors, officer, shareholder, specified shareholder fiduciary may call special meeting under articles/bylaws (§ 450.1515a) |
Qualifying shareholder agreement may govern director terms, selection, removal, and voting but ends when shares become nationally listed or regularly traded. Public proxy/exchange, cause merits, fiduciary, employment/compensation, contract, indemnification, contested-office, dissolution/deadlock, and regulated-entity issues remain separate (§ 450.1488) |
| Minnesota verified 2026-08-25 | Minnesota Business Corporation Act, Minn. Stat. ch. 302A; ordinary domestic private business corporation under document-variation, term, resignation, removal, vacancy, meeting, and consent provisions (§§ 302A.001, 302A.111, subd. 3, 302A.181, 302A.203-.225, 302A.431-.441) |
Default: any/all removable anytime with/without cause by holders of majority of voting power of all shares entitled to elect directors. Articles, bylaws, or qualifying shareholder-control agreement may modify the removal method; post-initial board cannot change a removal-procedure bylaw (§§ 302A.111, subd. 3(c), 302A.181, subd. 2, 302A.223, subds. 1, 3) |
Unless entire board removed simultaneously, cumulative-election-sufficient votes against block removal. Class/series-elected seat needs majority of all that electorate's voting power. Classification adds no separate cause rule; board appointee instead faces special board-removal route (§§ 302A.213, 302A.215, 302A.223, subds. 2-4) |
Majority of remaining directors present may remove with/without cause a board vacancy-appointee before shareholders next elect directors. Service ends on disqualification under document-set qualifications; no dedicated ordinary judicial-removal or reelection-bar route stated (§§ 302A.205, 302A.207, 302A.223, subd. 2) |
Regular meeting may act; special-meeting notice states purposes and defaults to 10-60 days. CEO, CFO, 2 directors, authorized person, or ordinarily 10% voting power may call/demand; business-combination board-change purpose needs 25%. Written action defaults unanimous, with private-company articles opt-in for meeting-equivalent vote; no director statement/hearing right (§§ 302A.433-.435, 302A.441) |
Written notice to corporation; effective without acceptance when given or at specified later time. No event condition, withdrawal, or irrevocability rule stated (§ 302A.221) |
Death, resignation, removal, or disqualification create vacancies; newly created directorships treated separately. Director-elected filler serves until qualified shareholder-elected successor at next regular/special meeting; shareholder-elected term follows documents/default term rule (§§ 302A.207, 302A.223, subd. 5, 302A.225) |
Unless articles/bylaws differ: majority of remaining directors fills ordinary vacancy even below quorum; majority serving at increase fills new seat. Shareholders may elect replacements at removal meeting or next regular/special meeting. With no directors, CEO/CFO, authorized caller, or ordinary 10%-vote holders can reach shareholder election (§§ 302A.223, subd. 5, 302A.225, 302A.433) |
Special 25% call threshold is included when board change would facilitate a business combination; federal proxy/exchange rules, cause and fiduciary merits, contracts, indemnification, contested office, oppression, deadlock, dissolution, receivership, and regulated entities remain separate (§ 302A.433, subd. 1(e)) |
| Mississippi verified 2026-08-25 | Mississippi Business Corporation Act, Miss. Code § 79-4-1.01 et seq.; ordinary domestic private corporation under shareholder-agreement, meeting, director-term, resignation, shareholder/judicial-removal, and vacancy provisions (§§ 79-4-7.02, -7.05, -7.32, -8.04 to -8.10) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Without cumulative voting, votes cast to remove must exceed votes cast not to remove. Qualifying unanimous private-company shareholder agreement may set a different removal manner (§§ 79-4-7.32, -8.08(a), (c)) |
Only electing voting group participates; election-sufficient cumulative votes against block removal. Articles may create class/series seats and two/three-group staggered terms; classification alone adds no cause rule or appointee protection (§§ 79-4-8.04, -8.06, -8.08(b)-(c)) |
No ordinary board-removal or automatic-disqualification route stated. Corporation or 10%-of-any-class shareholders may seek chancery-court removal for fraud/dishonesty or gross abuse plus best-interest finding; court may bar reelection and shareholder plaintiffs must join corporation (§ 79-4-8.09) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, articles/bylaw-authorized caller, or default 10%-vote demand may trigger special meeting. No removal consent, director statement/hearing, or delayed-effective rule stated (§§ 79-4-7.02(a), -7.05(a), (c), -8.08(d)) |
Written notice to board, chair, or secretary; effective on delivery unless later date stated. No future-event, acceptance, withdrawal, or irrevocability rule stated (§ 79-4-8.07) |
Act expressly includes board-size increase and specific later-date vacancy; prospective vacancy may be filled early but successor waits. Every vacancy filler serves until next shareholder meeting at which directors are elected; no predecessor-unexpired-term rule (§§ 79-4-8.05(d), -8.10(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only same-group shareholders or directors fill that group's seat. With no directors, shareholders remain express filler and 10%-vote holders may demand special meeting (§§ 79-4-7.02(a), -8.10(a)-(b)) |
Qualifying shareholder agreement may change removal but ends when corporation becomes public; judicial removal is included without predicting merits. Federal proxy/exchange, fiduciary and contract remedies, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 79-4-7.32, -8.09) |
| Missouri verified 2026-08-25 | Missouri General and Business Corporation Law, chapter 351; ordinary domestic private corporation under board, shareholder/board removal, vacancy, meeting, quorum, and consent provisions (§§ 351.225, .230, .265, .273, .310, .315, .317, .320, .325, .340) |
Unless articles/bylaws provide otherwise, shareholders may remove one/more directors or entire board with/without cause by holders of majority of shares then entitled to vote at director election. Documents may change default; ordinary quorum cannot fall below majority entitled (§§ 351.265, .315.3) |
For partial removal under cumulative voting, votes against that could elect director at whole-board or class election block removal. Only electing class votes on its director. Classification may run up to three years; no separate vacancy-appointee removal protection (§§ 351.315.1-.3) |
Majority entire board may remove for cause if director then lacks articles/ bylaw election qualification or breaches agreement with corporation about director/employee services, after prior notice to all directors. No ordinary direct judicial-removal, automatic cessation, or reelection-bar route stated (§§ 351.310, .317) |
Shareholder route described at meeting expressly called for removal, at specified Missouri office/locality; special-meeting notice states purpose and runs 10-70 days. Board/authorized persons call. Unanimous consent statute is not expressly reconciled with removal-meeting text. No hearing/statement or delayed-effect rule (§§ 351.225, .230, .273, .315.3, .317) |
Chapter 351 provisions reviewed state no director-resignation form, recipient, delivery, future-date/event, acceptance, withdrawal, or irrevocability rule; director holds elected term or until successor elected and qualified (§ 351.315.1) |
Vacancy section expressly includes newly created directorship from board increase but otherwise does not enumerate triggers or prospective fills. Board appointee serves until next shareholder election, or classified seat's class election; no separate holdover statement for appointee (§ 351.320) |
Unless articles/bylaws vary: majority of directors then in office below quorum or sole remaining director fills. Majority of directors elected by a class/series fills its seats. No default shareholder filler or all-seats- vacant actor; ordinary meeting call remains board/document-controlled (§§ 351.225.3, .320) |
Service-agreement breach is included only as statutory board-removal ground; federal proxy/solicitation, other contract and fiduciary merits, indemnification, provisional-director deadlock relief, dissolution, receivership, and disputed-office claims remain separate (§§ 351.317, .323) |
| Montana verified 2026-08-25 | Montana Business Corporation Act, Mont. Code Ann. §§ 35-14-101, -140; ordinary domestic private for-profit corporation under meeting/consent, shareholder-agreement, office-review, term, resignation, removal, vacancy, and vote-against-bylaw provisions (§§ 35-14-702, -704-.705, -728, -732, -749, -805 to -810, -1022) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast for must exceed votes cast against, except articles/ bylaws may require greater number. Qualifying unanimous shareholder agreement may set removal manner (§§ 35-14-732(1)(c), (2), -808(1), (3)) |
With articles-authorized cumulative voting, election-sufficient opposition blocks removal at meeting; equivalent holders must withhold consent in less- than-unanimous consent attempt. Only electing voting group participates. Staggering adds no cause rule; no vacancy-appointee exception (§§ 35-14-728, -806, -808(2)-(3)) |
No ordinary board-removal/disqualification route. Corporation/right-of- corporation proceeding permits district-court misconduct removal, other relief, and reelection bar. Separate expedited § 35-14-749 office review; qualifying vote-against bylaw ends term within 90 days or on board-selected replacement (§§ 35-14-749, -809, -1022) |
Section 35-14-808(4) says removal only at purpose-called meeting with stated notice, while subsection (3) expressly addresses less-than-unanimous removal consent under general consent route. Meeting notice is 10-60 days; ordinary 10%-vote demand. No director hearing right stated (§§ 35-14-702, -704-.705, -808(3)-(4)) |
Written resignation to board, chair, or secretary; general notice rules set effectiveness unless delayed, including future event(s). Failed-election- vote-conditioned resignation may be irrevocable; no general withdrawal or acceptance rule stated (§§ 35-14-141(9), -807) |
Vacancy expressly includes board-size increase and specific later date; prospective filler waits. Default fill expires next director-election meeting, but bylaws may give predecessor's unexpired term. Vote-against bylaw treats board selection as vacancy fill (§§ 35-14-805(4), -810, -1022(1)(b)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Voting-group shareholders or remaining same-group directors exclusively fill their seat. With no directors, shareholders remain express filler and qualifying holders may demand special meeting (§§ 35-14-702, -810(1)-(2)) |
Vote-against bylaw unavailable when articles prohibit, alter election vote, or authorize cumulation and has contested-election exception. Federal proxy/ exchange, fiduciary and contract consequences, indemnification, contested- office merits beyond § 35-14-749, dissolution, receivership, and regulated entities remain separate (§§ 35-14-749, -809, -1022) |
| Nebraska verified 2026-08-25 | Nebraska Model Business Corporation Act, §§ 21-201 to 21-2,232; ordinary domestic private for-profit corporation under meeting, shareholder- agreement, term, resignation, removal, judicial-removal, and vacancy provisions (Neb. Rev. Stat. §§ 21-201, -214, -254, -256 to -257, -267, -269 to -274, -284 to -293) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast favoring must exceed votes cast opposing unless articles require greater; qualifying unanimous private-company shareholder agreement may set different removal manner (§§ 21-267(c), -269, -274, -291(a)) |
Mandatory cumulative voting means election-sufficient votes against block removal; only electing voting group participates. Articles may stagger two/ three groups, but classification alone adds no cause rule. No separate vacancy-appointee protection stated (§§ 21-270(b), -287, -289, -291(b)-(c)) |
No ordinary board-removal or automatic-disqualification route. Corporation or derivative shareholder may seek district-court removal for fraud, gross abuse, or intentional harm plus best-interest/remedy-inadequacy findings; court may bar reelection and grant other equitable relief (§ 21-292) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, articles/bylaw-authorized caller, or default 10%-vote demand adjustable by articles below 10% or up to 25% may trigger. No ordinary removal consent, director statement/hearing, or delayed-effective rule stated (§§ 21-254(a), -257(a), (c), -291(d)) |
Written resignation to board, chair, or secretary; delivery-effective unless later date or event. Failed-election-conditioned resignation may be irrevocable; no acceptance or general withdrawal rule stated (§ 21-290) |
Vacancy provision expressly includes board-size increase and a vacancy at a specific later date. Prospective vacancy may be filled early but successor waits. Every vacancy fill expires at next shareholder meeting where directors are elected; no predecessor-unexpired-term rule (§§ 21-288(d), -293(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only same-group shareholders/directors fill that group's seat. With no directors, shareholders remain express filler and qualifying holders may demand special meeting or seek meeting order after statutory default (§§ 21-254 to -255, -293(a)-(b)) |
Qualifying shareholder agreement may change removal but ends when corporation becomes public; expedited court may review validity of removal/title to office. Federal proxy/exchange, fiduciary and contract consequences, indemnification, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 21-271.01, -274, -292) |
| Nevada verified 2026-08-25 | Nevada Revised Statutes chapter 78; ordinary domestic private corporation, not Chapter 78A close-corporation or specially regulated procedure, under board, meeting, consent, term/classification, removal, vacancy, cumulative- voting, and notice provisions (NRS 78.012, 78.015, 78.115, 78.310-.370) |
No cause condition stated. Stockholders need at least two-thirds of all issued-and-outstanding voting power entitled to vote; articles may require more. General consent rule supplies same required proportion without meeting unless documents restrict it (NRS 78.320(2)-(3), 78.335(1), (3)) |
Articles-authorized cumulative voting protects fewer-than-all removals by election-blocking shares. Class/series director uses two-thirds of that electorate unless articles vary. Documents may classify terms/electorates; at least one-fourth of directors must be elected annually (NRS 78.330(2), 78.335(2), (4), 78.360) |
Final, unavoidable licensing/regulatory directive permits other directors' majority-voting-power removal, even below quorum, at meeting only. Specified class-right termination may automatically end directorship without being statutory removal. No general judicial-removal route; 15%-power holders may seek court-ordered election after 18 months (§§ 78.335(7)-(8), 78.345) |
Stockholder removal may use meeting or general written consent. Special- meeting notice states purpose and is delivered 10-60 days before; consent needs no meeting/notice. Default callers: whole board, any two directors, or president. Regulatory board removal must be at meeting, not consent; no director statement/hearing right stated (NRS 78.310(2), 78.320(2)-(3), 78.335(8), 78.370(1)-(3)) |
Future-effective resignation notice goes to board, which may prefill for the effective date. Chapter 78 states no general resignation form, ordinary recipient/timing, acceptance, withdrawal, or irrevocability rule (NRS 78.330(1), 78.335(6)) |
All vacancies expressly include board-size increases; specified class-right termination is automatic cessation. Future resignation may be prefilled; that appointee serves remainder of resigning director's term. No general replacement term is stated for other vacancy types (NRS 78.335(5)-(7)) |
Unless articles vary, majority of remaining directors fills every vacancy even below quorum. Chapter 78 states no default stockholder, class-group, or no-director filler in § 78.335; articles may alter the route. Court election after 18-month failure is separate (§§ 78.335(5), 78.345) |
Regulatory-removal route is included only on final statutory conditions; Chapter 78A close corporations, public proxy/solicitation and exchange rules, fiduciary and contract remedies, indemnification, contested office, deadlock/custodianship, dissolution, receivership, and regulated-entity merits remain separate (NRS 78.015, 78.138, 78.347) |
| New Hampshire verified 2026-08-25 | New Hampshire Business Corporation Act, RSA ch. 293-A; ordinary domestic private for-profit corporation under special-meeting, voting, shareholder- agreement, term, resignation, removal, and vacancy provisions (RSA §§ 293-A:1.01, :1.40, :7.02, :7.05, :7.25, :7.27-.28, :7.32, :8.05-.10) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Without authorized cumulative voting, votes cast for removal must exceed votes cast against; articles may require a greater vote. Qualifying unanimous shareholder agreement may set removal manner (RSA §§ 293-A:7.25(c), :7.27, :7.32(a)(3), :8.08(a), (c)) |
With articles-authorized cumulative voting, election-sufficient opposition blocks removal; only the voting group that elected the director participates. Articles may stagger two/three groups, but classification adds no cause rule. No vacancy-appointee exception stated (RSA §§ 293-A:7.28, :8.06, :8.08(b)- (c)) |
No ordinary board-removal or automatic-disqualification route. In corporation- commenced or corporation-right proceeding, superior court may remove for specified fraud, gross abuse, or intentional harm plus best-interest and inadequate-remedy findings; it may bar reelection and order other relief (RSA § 293-A:8.09) |
Ordinary removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, articles/bylaw-authorized caller, or ordinarily 10%-vote demand may trigger. No director statement/hearing or delayed-effective rule; qualifying § 293-A:7.32 agreement may alter manner (RSA §§ 293-A:7.02, :7.05, :7.32, :8.08(d)) |
Written resignation delivered to board, chair, or secretary; delivery- effective unless later date or event specified. A failed-election-vote- conditioned resignation may be irrevocable; no general withdrawal or acceptance rule stated (RSA § 293-A:8.07) |
Vacancy provision expressly includes board-size increase and vacancy at a specific later date; prospective filler waits to take office. Every vacancy fill expires at next shareholder meeting where directors are elected; no predecessor-unexpired-term rule (RSA §§ 293-A:8.05(d), :8.10(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Voting-group shareholders or same-group directors exclusively fill their seat. With no directors, shareholders remain express filler and qualifying holders may demand special meeting (RSA §§ 293-A:7.02, :8.10(a)-(b)) |
Qualifying shareholder agreement ends when corporation becomes public; public-only vote-against bylaw can create a board-filled vacancy. Federal proxy/exchange, fiduciary and contract consequences, indemnification, contested office, dissolution, deadlock, receivership, and regulated entities remain separate (RSA §§ 293-A:7.32(d)-(f), :8.09, :10.22) |
| New Jersey verified 2026-08-25 | New Jersey Business Corporation Act board provisions; ordinary domestic private for-profit corporation whose business and affairs are managed by or under its board, subject to the Act and certificate (N.J.S.A. §§ 14A:6-1, 14A:6-3 to -6) |
One, more, or all directors removable for cause and, unless certificate provides otherwise, without cause by affirmative majority of votes cast by shares entitled to elect directors; certificate may alter no-cause default and statutory qualifications (§ 14A:6-6(1)-(2)) |
Certificate-authorized cumulative voting protects a director when anti-removal votes could elect that director; class-elected director removed only by that class; greater election vote carries into removal; classified- board shareholders have no no-cause removal right unless certificate varies qualifications (§§ 14A:6-4, 14A:6-6(2)) |
Certificate or shareholder-adopted bylaw may empower board to remove for cause and suspend pending final cause determination; Superior Court may review cause removal or suspension. Board acts remain valid solely against later rescission of removal/suspension (§ 14A:6-6(3)-(5)) |
Special meeting called by president, board, or bylaw-authorized actors; 10% holders may seek court-ordered meeting for good cause. Written notice 10-60 days before states purposes. Non-election shareholder consent may use the meeting minimum and prompt nonconsenter notice; § 14A:6-6 adds no director statement/hearing or delayed-effect rule (§§ 14A:5-3, 14A:5-4, 14A:5-6) |
Director resigns by written notice to corporation; effective on receipt, later stated time, or stated event. A resignation contingent on failing to receive a specified reelection vote must say it is irrevocable; no acceptance requirement is stated (§ 14A:6-3(2)) |
Covers annual-meeting directorship not filled, vacancy however caused, and newly created seat from board-size increase. Future-effective resignation may be prefilled; board-chosen replacement serves through next annual meeting and until successor elected and qualified (§§ 14A:6-3, 14A:6-5(1)-(2)) |
Unless certificate/bylaws provide otherwise, majority of remaining directors despite less than quorum or sole remaining director fills; shareholders fill any seat board leaves open. With no directors, any shareholder or deceased shareholder's executor/administrator may call noticed election meeting (§ 14A:6-5) |
Statutory Superior Court review reaches cause removal or suspension; public proxy/solicitation, contested title to office, fiduciary, contract, employment, indemnification, deadlock, dissolution, receivership, and regulated-entity questions remain outside this ordinary private-company procedure (§§ 14A:6-1, 14A:6-6(4)) |
| New Mexico verified 2026-08-25 | New Mexico Business Corporation Act, Chapter 53 Articles 11-18; ordinary domestic for-profit corporation under shareholder-meeting, director-term, classification, vacancy, removal, and unanimous-consent provisions (NMSA 1978 §§ 53-11-1 to -2, -28 to -29, -33, -35 to -39; 53-18-8) |
At expressly called meeting, holders of majority of shares then entitled to vote at director election may remove director or entire board with/without cause. Classified board is cause-only unless articles provide otherwise; no bylaw override stated (§ 53-11-39(A), (D)) |
For partial removal under cumulative voting, election-sufficient votes against protect director; articles-created class electorate alone votes to remove its director. Classification creates cause protection unless articles override; no board-appointed or vacancy-filler exception stated (§§ 53-11-33(C), -37, -39(B)-(D)) |
Surveyed Act states no ordinary board-removal, judicial-removal, automatic- disqualification, reelection-bar, or appointing-person route. Director qualification may be set by articles/bylaws, but § 53-11-39 assigns ordinary removal to shareholders; cause and equitable remedies are not decided (§§ 53-11-35(A), -39) |
Removal meeting must be called expressly for that purpose; special-meeting notice states purpose and is personally delivered/mailed 10-50 days before. Board, 10%-of-entitled-shares holders, or articles/bylaw-authorized persons may call. Unanimous written consent is a general meeting substitute; no director statement/hearing or separate delayed-removal rule stated (§§ 53-11-28(C), -29, -39(A), 53-18-8) |
Surveyed director provisions state no resignation form, recipient, delivery, acceptance, immediate/later/event effectiveness, withdrawal, or irrevocability rule; do not import officer or registered-agent resignation provisions (§§ 53-11-35 to -43) |
Section 53-11-38 covers any board vacancy and separately a seat created by board-size increase but does not enumerate other triggers or allow prospective filling. Vacancy filler serves predecessor's unexpired term; new-seat filler serves only until next shareholder director election (§§ 53-11-36, -38) |
Affirmative majority of remaining directors fills despite less than quorum; statute states no class-director, shareholder, appointing-person, officer, incorporator, court, or all-seats-vacant vacancy filler. Annual shareholder election and 10%-holder special-meeting call exist but § 53-11-38 supplies no express zero-director bridge (§§ 53-11-28(C), -36, -38) |
Record-shareholder voting and unanimous consent are included; federal proxy/ exchange, beneficial-owner contests, fiduciary and contract remedies, derivative litigation, indemnification, deadlock, dissolution, receivership, and special entities remain separate (§§ 53-11-2(F), -35(B), -47) |
| New York verified 2026-08-24 | New York Business Corporation Law; ordinary domestic private for-profit corporation and any governing-board member regardless of title, excluding specially governed banking, insurance, railroad, transportation, and cooperative corporations (§§ 102(a)(4)-(5), 103, 705-706) |
Any/all directors removable for cause by shareholders. No-cause removal only if certificate/bylaws authorize. Default shareholder threshold is majority of votes cast for/against; certificate or specific shareholder- adopted bylaw may validly vary (§§ 614(b), 706(a)-(b)) |
Votes sufficient to elect cumulatively block removal; class/series shares or bond electorate alone removes its director. Board cause-removal power cannot reach either protected category. Classification adds no separate cause rule; no board-appointee exception (§§ 704, 706(a), (c)) |
Certificate or specific shareholder-adopted bylaw may authorize board cause removal except protected seats. Attorney General or holders of 10% of all outstanding shares, voting or not, may sue for cause removal; court may bar reelection. No general automatic-cessation rule (§§ 706(a), (d), 707-708) |
Shareholder action may use meeting or written consent. Meeting notice is 10-60 days and special-meeting notice states purposes. Consent defaults to unanimity unless certificate permits meeting-equivalent minimum, must be gathered/delivered within 60 days, with prompt nonconsenter notice. No director statement/hearing or delayed-time rule (§§ 605, 615, 706) |
Article 7 has no general director-resignation delivery, acceptance, effective-time, future-event, withdrawal, or irrevocability provision; use governing documents and the actual notice without importing officer rules (BCL art. 7 index; § 705(a)) |
Newly created seat from board increase and vacancy for any reason covered; no exhaustive definition or prospective-vacancy rule. Board-filled director serves until next meeting where director election is regular business and until successor qualifies; shareholder election follows ordinary/class term (§§ 703-705) |
Ordinary/new seat: board, or majority of directors then in office below quorum; certificate/bylaws may require shareholders. No-cause-removal seat: shareholders only unless certificate/shareholder bylaw authorizes board. Class/series directors fill their constituency's board-fillable seat; no separate all-vacant shortcut (§ 705) |
Written shareholder voting agreements may control how shares vote; unanimous certificate management-control provision lasts only while shares are not exchange-listed or regularly OTC-quoted. Public proxy, fiduciary, contract, indemnification, contested-office, dissolution, and regulated-entity issues remain separate (§ 620) |
| North Carolina verified 2026-08-25 | North Carolina Business Corporation Act; ordinary domestic private for- profit corporation, subject to articles, bylaws, class rights, cumulative voting, and a valid nonpublic shareholder agreement; public proxy, nonprofit, and regulated systems separate (N.C. Gen. Stat. §§ 55-1-01, 55-1-40, 55-7-31, 55-8-02, 55-8-05, 55-8-07–10) |
One or more directors removable with/without cause unless articles require cause. Without cumulative voting, votes cast for removal must exceed votes cast against. Entire board defaults to majority of votes entitled, subject to articles/shareholder-adopted bylaw; valid nonpublic shareholder agreement may set removal manner (§§ 55-7-31(b), 55-8-08(a), (c), (e)) |
Only electing voting group may remove its director. With cumulative voting, sufficient votes to elect block individual removal unless entire board is removed. No separate staggered-board cause or board-appointee rule (§ 55-8-08(b)–(c)) |
No express ordinary board-removal or automatic-cessation route. Corporation or holders of at least 10% of any class may seek superior-court removal for fraudulent/dishonest conduct or gross abuse plus corporate best interest; court may bar reelection (§§ 55-8-08–09) |
At a meeting, notice must state removal as a purpose; general notice is 10-60 days. Consent follows § 55-7-04's formation-date, public-status, and articles rules, but cumulatively voted individual removal requires unanimous consent. No director statement/hearing or delayed-time rule (§§ 55-7-04–05, 55-8-08(d)) |
Communicate resignation to board, chair, or corporation; effective on communication unless a writing sets later date or subsequent event. Statute states no acceptance, withdrawal, or irrevocability formula (§ 55-8-07) |
No exhaustive definition; expressly includes board-size increase, failure to elect full authorized board, and later date/event. Prospective vacancy may be prefilled but successor waits; replacement term ends at next shareholder meeting electing directors (§§ 55-8-05(d), 55-8-10(a), (c)) |
Unless articles say otherwise: shareholders, board, majority of all remaining directors below quorum, or sole remaining director. Electing group's holders or its remaining directors exclusively fill its seat; committee cannot fill board vacancy. No separate all-vacant shortcut; shareholders remain authorized (§§ 55-8-10, 55-8-25(e)(3)) |
A qualifying shareholder agreement may govern director terms, selection, and removal but ceases when corporation becomes public. Federal proxy and exchange rules, cause merits, fiduciary, employment/compensation, contract, indemnification, contested-office, deadlock/dissolution, and regulated- entity issues remain separate (§ 55-7-31(b), (f)) |
| North Dakota verified 2026-08-25 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; ordinary domestic private business corporation under term, resignation, nonjudicial/ judicial removal, vacancy, meeting, written-action, and ballot provisions (§§ 10-19.1-00.1, -35, -40 to -42, -72 to -75.1) |
Any/all removable anytime with/without cause by majority voting power of all shares entitled at director election. Articles, bylaws, or qualifying control agreement may modify section; class/series and cumulative rules apply (§§ 10-19.1-41, -83) |
Default cumulative voting unless articles opt out; election-sufficient votes against protect individual seat unless entire board simultaneously removed. Sole electing class/series uses its majority. Classification adds no cause rule (§§ 10-19.1-38 to -41) |
Board may remove its own vacancy appointee before intervening shareholder director election by majority of remaining directors present. Corporation or 10%-of-any-class holders have narrow judicial route and possible service bar; § 10-19.1-35 ends office on disqualification without defining a general trigger (§§ 10-19.1-35, -41 to -41.1) |
No removal-specific meeting-only rule. Meeting, unanimous or articles- authorized written action, and ordinary ballot routes apply; special notice states purpose and is generally 10-50 days, subject to shorter document period. No director statement/hearing stated (§§ 10-19.1-73 to -75.1) |
Written notice to corporation; effective without acceptance when given unless later time specified. Board may prefill later-effective vacancy with successor delayed until then; no event, withdrawal, failed-election, or irrevocability rule stated (§ 10-19.1-40) |
Death, resignation, removal, disqualification, and new directorships named; specific later vacancy may be prefilled. Board appointee serves until qualified shareholder successor at next regular/special meeting; that successor ordinarily completes unexpired term (§§ 10-19.1-35, -42) |
Unless articles/bylaws differ: remaining directors fill death/resignation/ removal/disqualification vacancy by majority despite less than quorum; directors serving at increase fill new seat. Shareholders elect successor at next regular/special meeting; 10% holders may call special (§§ 10-19.1-42, -72) |
Control agreements may alter ordinary nonjudicial rules; judicial-removal findings remain separate. Public proxy/exchange, fiduciary and contract consequences, indemnification, dissolution/deadlock, contested title, and regulated entities remain outside (§§ 10-19.1-41, -41.1, -83) |
| Ohio verified 2026-08-24 | Ohio General Corporation Law, ordinary domestic private for-profit corporation; articles, shareholder regulations, qualifying director regulations, voting power, close-corporation agreements, and issuing-public status can change procedure (R.C. §§ 1701.01(A), 1701.58, 1701.591) |
Unless articles or qualifying regulations expressly bar removal or require more, board, class, or individual removable without cause by majority of voting power entitled to elect replacements. Issuing-public classified board is cause-only and outside ordinary private baseline (§ 1701.58(C)-(D)) |
If cumulation exists, partial removal blocked when votes against could elect at whole-board/class election; eligible replacement electorate supplies vote. No ordinary private classified-board cause rule or board-appointee exception; documents may bar removal or raise threshold (§ 1701.58(C)-(D)) |
Directors may remove after court unsound-mind finding or bankruptcy adjudication, failure within 60 days/document period to accept and qualify, or loss of required qualifications for document-set period. No general ordinary direct judicial-removal route in § 1701.58 (§ 1701.58(B)) |
Meeting notice states purposes and ordinarily runs 7-60 days. New director may be elected at removal meeting; unanimous signed shareholder action may replace meeting unless documents prohibit. No director statement/hearing or separate delayed-removal rule (§§ 1701.41, .54, .58(E)) |
Resignation effective immediately or at another time director specifies. Section states no required form, recipient, delivery, event condition, acceptance, withdrawal, or irrevocability formula (§ 1701.58(A)) |
Vacancy on death, resignation, authorized board removal, unfilled shareholder-created seat, failure to elect full authorized board, or failure to elect removed director's replacement. No prospective-filling rule; replacement serves unexpired term (§ 1701.58(A)-(B), (E)-(F)) |
Shareholders may elect at removal meeting. Unless articles/regulations vary, remaining directors below majority of authorized board fill by majority of their number; vacancy meeting quorum is majority in office. Committee cannot fill. No class-group or all-vacant shortcut; ordinary special-meeting callers include president and qualifying 25% holders (§§ 1701.40, .58(E)-(F), .62-.63) |
Close-corporation agreements, issuing-public classified boards, public proxy/exchange systems, fiduciary, employment, contract, indemnification, deadlock/dissolution, and disputed-office merits remain separate; procedure does not establish cause or qualification (§§ 1701.58, 1701.591) |
| Oklahoma verified 2026-08-25 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary domestic private stock corporation under board, meeting, consent, notice, vacancy, contested-office, and judicial-removal provisions (§§ 1001, 1027, 1056, 1067-1068, 1070, 1073) |
Holders of a majority of shares then entitled to vote in a director election may remove one director or the whole board with/without cause. Classified directors are cause-only unless certificate varies; certificate may bar written consent, but no bylaw power to alter removal threshold is stated (§§ 1027(H), 1073(A)) |
For less-than-whole-board no-cause removal, election-sufficient cumulative votes against protect director. Class/series holders alone apply no-cause removal to their elected seat. Classification may originate in certificate, initial bylaw, or shareholder-adopted bylaw; no vacancy-appointee protection stated (§ 1027(D), (H)) |
No ordinary board-removal/automatic route stated. Court may determine a contested removal/resignation and office title. Corporation or derivative shareholder may obtain removal after director-duty felony conviction or loyalty-breach judgment, plus bad faith and necessity to avoid irreparable corporate harm; no reelection bar stated (§ 1070(A), (C)) |
Meeting or general written-consent route. Board or certificate/bylaw- authorized caller may call special meeting; meeting notice is 10-60 days and states special-meeting purpose. Consent needs majority-entitled threshold, no prior notice, and prompt nonconsenter notice if nonunanimous. No director statement, hearing, or delayed-removal rule stated (§§ 1056(D), 1067, 1073(A), (E)) |
Written/electronic notice to corporation; effective on delivery, specified later date, or future event. Failed-reelection-conditioned resignation may say irrevocable; no acceptance or general withdrawal rule stated (§ 1027(B)) |
Vacancy includes death, resignation, removal/other cause and newly created seat from board increase; future-effective resignation may be prefilled. Classified filler serves to next class election plus successor qualification; otherwise general successor-qualified holdover applies, with no unexpired- predecessor-term rule stated (§§ 1027(B), 1068(A)-(B), (D)) |
Unless certificate/bylaws vary: majority of directors in office even below quorum, or sole remaining director; class/series directors fill their seat. No general direct shareholder-filler clause stated. If no directors, officer, shareholder, or listed shareholder fiduciary may call special election or seek court decree; 10% eligible holders may seek election/replacement when fillers are below prior-board majority (§ 1068(A), (C)) |
Contested-office and narrow prior-judgment judicial-removal routes are included without deciding validity, bad faith, loyalty breach, or harm; federal proxy/exchange rules, fiduciary/contract merits, indemnification, deadlock, dissolution, receivership, and public/regulated entities remain separate (§ 1070) |
| Oregon verified 2026-08-25 | Oregon Business Corporation Act, ORS chapter 60; ordinary domestic private corporation under meeting, resignation, shareholder/judicial removal, private-company court-remedy, term, and vacancy provisions (ORS 60.204, 60.211, 60.214, 60.241, 60.251, 60.311-.331, 60.952) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast for removal must exceed votes cast against, subject to cumulative protection and any greater articles-set action vote (ORS 60.241(3), 60.324(1), (3)) |
Only electing voting group participates. Cumulative voting is articles opt-in; election-sufficient votes against block removal. Staggering may use articles/bylaws, but with cumulation needs articles plus 3+ per group; no vacancy-appointee protection stated (ORS 60.251, 60.311, 60.317, 60.324) |
No express ordinary board-removal/automatic route. Corporation or 10%-of- any-class holders may seek removal for fraud/dishonesty/gross abuse plus best interest, with court-set reelection bar. Any qualifying private-company shareholder may seek broader removal/appointment relief on § 60.952 grounds (ORS 60.327, 60.952) |
Removal only at purpose-called meeting with removal stated; ordinary notice is 10-60 days. Board, authorized caller, or private-company 10%-vote demand may call, with articles variation below 10% through 25%. No director statement, hearing, or delayed removal rule stated (ORS 60.204, 60.214, 60.324(4)) |
Written notice to board, chair, or corporation; effective under general notice rule or specified later date. Delivered notice is irrevocable unless board permits revocation; no future-event rule stated (ORS 60.321) |
Any board vacancy, expressly including board-size increase and specific later-date vacancy. Early fill allowed, successor waits. Board-filled term ends next shareholder director election; other terms follow general annual/ staggered rules (ORS 60.314, 60.331(1), (3)) |
Unless articles vary: shareholders, board, or below-quorum majority of all remaining directors. Only class/group shareholders fill their seat when shareholders act; no parallel class-director restriction stated. With no directors, shareholders remain filler and may use consent or private-company 10%-demand meeting route (ORS 60.204, 60.211, 60.331) |
Ordinary and § 60.952 private-company court routes are included without predicting grounds; federal proxy/exchange rules, fiduciary and contract merits, indemnification, contested office, dissolution, receivership, share- purchase remedies, and regulated entities remain separate (ORS 60.327, 60.952) |
| Pennsylvania verified 2026-08-24 | Pennsylvania Business Corporation Law, Title 15 Chapter 17; ordinary business corporation subject to articles, bylaws, separate electorates, and closely held arrangements; registered, professional, benefit, nonprofit, and regulated systems separate (§§ 1701, 1724-1726) |
Default without-cause removal of board, class, or individual unless shareholder bylaw says otherwise; classified board cause-only unless articles specifically/unambiguously permit no-cause. Majority votes cast default; unanimous eligible holders may always remove with/without cause; articles cannot bar cause removal (§§ 1726(a), 1757) |
Partial removal barred if cumulative votes against could elect at regular election; electing class/series votes on its board/class/director. Articles/shareholder-bylaw classification triggers cause protection absent clear articles override; no board-appointee exception (§ 1726(a)(1), (3)) |
Board may declare vacancy for judicial unsound-mind finding, conviction punishable by over 1 year, bylaw-specified proper cause, or failure within 60 days/bylaw time to accept and qualify. Shareholder/director may seek court removal for stated grounds; shareholder must satisfy derivative prerequisites; court may bar office (§ 1726(b)-(c)) |
Meeting notice ordinarily at least 5 days; special notice states general nature. Removal may use unanimous consent unless bylaws restrict, or bylaw- authorized meeting-equivalent partial consent with prompt nonconsenter notice. New directors may be elected at removal meeting; no director statement/hearing or delayed-time rule (§§ 1704, 1726(a)(1), 1766) |
Notice in record form to corporation; effective on receipt unless later time or event, unless conditioned on board acceptance. Board decides conditional acceptance under fiduciary-duty subchapter; no statutory withdrawal or irrevocability formula (§ 1724(c)) |
Vacancy includes board-size increase; future resignation may be prefilled, with vote effective when resignation does. Default replacement serves unexpired term; classified-seat replacement serves until next selection of that class, then until successor, unless earlier end (§ 1725(b)(1)-(2)) |
Unless bylaws vary: majority of remaining directors below quorum or sole remaining director. Shareholders may elect replacements at removal meeting. If all offices vacant, any officer, shareholder, or shareholder fiduciary may call special election meeting, except stated directorless-management arrangement; no separate class-group filler rule (§§ 1725(b), 1726(a)(1)) |
Closely held agreement assigning all director powers can displace all-vacant call route. Judicial-supervision subchapter covers validity review of removal, while fiduciary merits, derivative compliance, public proxy, employment, indemnification, dissolution, and regulated-entity rules remain separate (§§ 1725(b)(3), 1791-1793) |
| Rhode Island verified 2026-08-25 | Rhode Island Business Corporation Act, R.I. Gen. Laws ch. 7-1.2; ordinary domestic private for-profit corporation under meeting/consent, term, resignation, classification, vacancy, shareholder/board/judicial-removal, and office-review provisions (§§ 7-1.2-101, -106, -701, -705, -707-.708, -802 to -805) |
Shareholders may remove any/all for cause and, unless articles make cause- only, without cause. Ordinary shareholder act is majority of shares present/ represented and entitled at quorum, unless chapter/articles/bylaws require greater or class vote. General written-consent route applies (§§ 7-1.2-705(a), -707, -805(a)-(b)) |
With articles-authorized cumulative voting, election-sufficient votes against block removal. Class/series-share or bond-elected director removable only by that electorate's applicable vote. Nine-plus board may stagger two/three classes, but classification adds no cause rule (§§ 7-1.2-708(d), -803, -805(c)) |
For cause, articles or specific shareholder-adopted bylaw may authorize board removal, except cumulative/class/series/bond-elected director. Attorney general or 10%-of-outstanding holders, voting or not, may seek cause judgment; court may bar reelection. No automatic-disqualification rule (§ 7-1.2-805(a), (d)) |
Removal section states no meeting-only or purpose-stated-notice condition; general meeting notice is 10-60 days and special meeting is called by board or articles/bylaw-authorized person. General unanimous consent applies; articles may authorize meeting-equivalent nonunanimous consent. No director statement/hearing or delayed effect stated (§§ 7-1.2-701(b)-(c), -707, -805) |
Director may resign anytime on written notice to corporation. Section states no recipient, delivery/effective-time, later-date/event, acceptance, withdrawal, conditional resignation, or irrevocability rule (§ 7-1.2-802) |
Any vacancy: replacement serves predecessor's unexpired term. Board-size- increase seat may be filled by board only until next shareholder director election. No prospective-vacancy prefill rule stated; all-seats-vacant route covers death, resignation, or other cause (§ 7-1.2-804) |
Any vacancy ordinarily filled by affirmative majority of remaining directors despite less than quorum; no ordinary shareholder filler or class-group exclusivity stated. With no directors, officer, shareholder, or specified shareholder fiduciary may call special election meeting or seek summary court order (§ 7-1.2-804) |
Superior Court immediately reviews election/appointment and right-to-office disputes and may confirm, order election, or grant just relief. Federal proxy/ exchange, fiduciary and contract consequences, indemnification, dissolution, receivership, and regulated entities remain separate (§§ 7-1.2-701(f), -805(d)) |
| South Carolina verified 2026-08-25 | South Carolina Business Corporation Act of 1988, S.C. Code title 33, chapters 1-20; ordinary domestic private business corporation under resignation, shareholder/judicial removal, vacancy, term, meeting, and vote provisions (§§ 33-7-102, -105, -250, 33-8-102 through -110) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Votes cast for removal must exceed votes cast against, subject to cumulative protection and any greater articles-set action vote. Cause is fraud/dishonesty/gross abuse (§§ 33-7-250(c), 33-8-108(a), (c), (e)) |
Only electing voting group participates; cumulative-election-sufficient votes against block removal. Staggering is articles-authorized for boards of 6+ but adds no cause-only rule; no vacancy-appointee exception stated (§§ 33-7-280, 33-8-104, -106, -108(b)-(c)) |
No express ordinary board-removal or automatic-disqualification route. Corporation or holders of 5% of any class may seek circuit-court removal for fraud/dishonesty/gross abuse plus corporate best interest; court may set a reelection bar (§§ 33-8-102, 33-8-109) |
Removal is meeting-only; notice must state removal and ordinarily runs 10-60 days. Board, authorized caller, or 10%-vote nonpublic holders may call/demand. Cause requires written specific charges and opportunity to meet and refute; no delayed effective-time rule stated (§§ 33-7-102, -105, 33-8-108(d)-(e)) |
Written notice to board, chair, or corporation; effective on delivery or specified later date. No acceptance, event condition, withdrawal, or irrevocability rule stated (§ 33-8-107) |
Any board vacancy, expressly including board-size increase and a specific later-date vacancy from delayed resignation or otherwise. Early fill allowed, successor waits; every vacancy replacement's term ends at next shareholder director election (§§ 33-8-105(d), 33-8-110(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum majority of all remaining directors; only class/group holders fill their seat. If no directors, officer, shareholder, or listed shareholder fiduciary may call election meeting or seek court-ordered election (§ 33-8-110) |
Judicial removal, cause process, and no-director court election order are included; federal proxy/exchange rules, fiduciary and contract merits, indemnification, contested office, deadlock, dissolution, receivership, and public/regulated entities remain separate (§§ 33-7-102(a)(2), 33-8-109, -110(d)) |
| South Dakota verified 2026-08-25 | South Dakota Business Corporation Act, SDCL ch. 47-1A; ordinary domestic private business corporation under meeting, voting, term, resignation, removal, judicial-removal, and vacancy provisions (§§ 47-1A-101, -702, -725, -804 to -810) |
One or more directors removable with/without cause unless articles make cause-only. At quorum, votes for must exceed votes against; articles may require more. Cumulative protection separately applies (§§ 47-1A-725, -727 to -728, -808) |
Statutory cumulative voting: election-sufficient votes against block removal. Only electing voting group participates for its seat. Staggering creates no cause rule; no board-appointee exception stated (§§ 47-1A-728, -804, -806, -808) |
No general board or automatic-disqualification route stated. Corporation or derivative shareholder may seek court removal for fraud, gross abuse, or intentional harm plus inadequate remedies and corporate best interest; reelection bar available (§ 47-1A-809) |
Shareholder removal is meeting-only, at a meeting called for removal, with notice stating removal purpose. General notice is 10-60 days; board, authorized persons, or qualifying holder demand may trigger special meeting. No statement/hearing or delayed effect stated (§§ 47-1A-702, -705, -808) |
Written notice delivered to board, chair, or corporation; effective on delivery unless later date specified. No future-event, acceptance, withdrawal, conditional failed-election, or irrevocability rule stated (§ 47-1A-807) |
Vacancy includes increase-created seat; later-date resignation or other specific later event may be prefilled, but successor waits for vacancy. Replacement term ends at next shareholder meeting electing directors, then holdover until successor qualifies (§§ 47-1A-805, -810) |
Unless articles differ: shareholders or board fill; below-quorum directors act by majority of all remaining. Electing group alone votes if shareholders fill its seat; statute states no parallel board-group restriction. With no board, qualifying holders may demand special meeting (§§ 47-1A-702, -810) |
Judicial-removal elements and derivative requirements remain distinct from shareholder procedure. Federal proxy/exchange, fiduciary and contract consequences, indemnification, deadlock/dissolution, contested title, and regulated entities remain separate (§ 47-1A-809) |
| Tennessee verified 2026-08-25 | Tennessee Business Corporation Act, Title 48 chapters 11-27; ordinary domestic private business corporation, including charter-based alternative for 50-or-fewer-shareholder corporation, under term, resignation, removal, and vacancy provisions (§§ 48-18-101, 48-18-105, 48-18-107 to -110) |
One or more directors removable with/without cause unless charter requires cause. Without cumulation, votes cast for removal must exceed votes cast against; charter/Act may require greater affirmative vote (§§ 48-17-206(c), 48-18-108(a), (c)) |
For no-cause removal, only electing voting group participates; cumulative- election-sufficient votes against removal protect director. Board cause- removal needs charter authorization and majority entire board; no separate classified/board-appointee protection stated (§ 48-18-108(b)-(d)) |
Charter may authorize majority entire board to remove any/all for cause. Equity court may remove on corporation's or 10%-of-any-class holders' action for fraud/dishonesty/gross abuse plus corporate best interest and may bar reelection; corporation is defendant (§§ 48-18-108(d), 48-18-109) |
Shareholder/board removal only at meeting called for removal, with notice naming it; shareholder notice 10 days to 2 months. Board/document callers and default 10% demand unless charter varies; consent available, including charter-authorized meeting-minimum route. No director statement/hearing rule (§§ 48-17-102, -104 to -105; 48-18-108(e)) |
Written resignation to board, chair, or secretary; effective on delivery or later date/event. Failed-election-vote condition may be irrevocable; prospective vacancy may be filled early but successor waits. No acceptance or general withdrawal rule (§§ 48-18-107, 48-18-110(c)) |
Vacancy expressly includes board-size increase and removal with/without cause, plus specific later-date vacancy from delayed resignation or otherwise. Early fill allowed, successor waits; replacement term ends next shareholder meeting electing directors, then default holdover (§§ 48-18-105(d)-(e), 48-18-110(a), (c)) |
Unless charter provides otherwise: shareholders, board, or majority of all remaining directors below quorum fill. Electing voting-group holders alone may fill their seat by shareholder vote; statute does not similarly restrict director-side filler and states no all-seats-vacant actor (§ 48-18-110) |
Judicial removal and reelection bar are included; federal proxy/solicitation, fiduciary and contract merits, indemnification, deadlock, dissolution, receivership, and regulated-entity systems remain separate (§§ 48-18-109, 48-18-301 to -326) |
| Texas verified 2026-08-24 | Texas Business Organizations Code Chapter 21; ordinary domestic for-profit corporation, subject to certificate, bylaws, and qualifying shareholder agreement; close-corporation and public systems separate (§§ 21.002(2), (5), 21.101, 21.409-.410) |
Certificate/bylaws may vary; otherwise director or entire board removable with/without cause at purpose-called meeting by holders of majority of all shares entitled to vote at election of affected director(s). Staggered director requires cause unless certificate says otherwise (§ 21.409(a), (d)) |
Class/series/group-elected director removable only by that electorate; cumulative-voting corporation cannot remove fewer than entire board when votes against could elect director cumulatively, using director's class if classified. No separate board-appointee removal rule (§ 21.409(b)-(c)) |
Surveyed ordinary Chapter 21 provisions state no general board, judicial, or automatic director-removal route. Court/removal rules for a close- corporation provisional director are a separate statutory system (§ 21.758(c)) |
Removal only at meeting called for that purpose; written notice generally 10-60 days, and special-meeting notice states purpose and limits business. Section 21.409 states no director statement/hearing right or delayed effective time (§§ 21.352-.353, 21.409(a)) |
Written notice to corporation; effective on receipt unless later date or future event, including failed reelection vote. Irrevocable when effective; before then revocable unless notice expressly makes it irrevocable (§ 21.4091) |
Statute separately addresses initial-board, post-issuance, increase, and class/series/group seats; no standalone vacancy definition. Predecessor-seat replacement serves unexpired term; increase-seat board appointee only until next shareholder election (§ 21.410(a)-(e)) |
Pre-issuance: majority organizers or remaining directors. Post-issuance: shareholders or majority remaining directors below quorum. Increase: shareholders or board, but board max 2 between annual meetings. Class seat: majority class-elected directors, sole such director, or class electorate; no committee or separate all-vacant shortcut (§§ 21.352, 21.410, 21.416(c)) |
Shareholder agreements may set director identity, term, selection, removal, and voting power but end at public-market status. Public proxy, contested- office, fiduciary, contract, indemnification, close-corporation provisional- director, deadlock/dissolution, and transaction rules remain separate (§§ 21.101, .109, .758) |
| Utah verified 2026-08-25 | Utah Revised Business Corporation Act; ordinary domestic private for-profit corporation under shareholder-agreement, meeting, director-term, resignation, shareholder/judicial-removal, and vacancy provisions (Utah Code §§ 16-10a-101, -102(11), -702, -705, -732, -803 to -810) |
Shareholders may remove one/more with/without cause unless articles make cause-only. Without cumulative voting, votes cast to remove must exceed votes cast against. Qualifying unanimous private-company shareholder agreement may set a different removal manner (§§ 16-10a-732, -808(1), (3)) |
Only electing voting group participates; election-sufficient cumulative votes against block removal. Cumulative voting exists only if articles provide it; articles may stagger two/three groups, but classification alone adds no cause rule or appointee protection (§§ 16-10a-728, -804, -806, -808(2)-(3)) |
No ordinary board-removal or automatic-disqualification route stated. Corporation or 10%-of-any-class shareholders may seek court removal for fraud/dishonesty or gross abuse plus best-interest finding; court may bar reelection and shareholder plaintiffs must join corporation (§ 16-10a-809) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, bylaw-authorized caller, or default 10%-vote demand may trigger special meeting. No removal consent, director statement/hearing, or delayed-effective rule stated (§§ 16-10a-702, -705(1), (3), -808(4)) |
Written notice to board, chair, or secretary; effective on corporate receipt unless later date or future event stated. Failed-election-conditioned resignation may say irrevocable; no acceptance or general withdrawal rule stated (§ 16-10a-807) |
Act expressly includes board-size increase and a specific later-date vacancy; prospective vacancy may be filled early but successor waits. Predecessor vacancy: unexpired term or board-prescribed lesser period; new seat uses next-election/designated-term rules (§§ 16-10a-805(4), -810(1), (3)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only same-group directors or shareholders fill that group's seat. With no directors, shareholders remain express filler and default 10%-vote holders may demand special meeting (§§ 16-10a-702(1), -810(1)-(2)) |
Qualifying shareholder agreement may change removal and ends on exchange listing/regular trading; judicial removal is included without predicting merits. Federal proxy/exchange rules, fiduciary/contract remedies, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 16-10a-732, -809) |
| Vermont verified 2026-08-25 | Vermont Business Corporation Act, Title 11A; ordinary domestic private for- profit corporation under meeting, consent, cumulative-voting, term, resignation, removal, court, and vacancy provisions (§§ 7.02-.05, 7.28, 7.32, 8.05-.10) |
One or more removable with/without cause unless articles make cause-only. Without active cumulative voting, votes for must exceed votes against. Qualifying unanimous shareholder agreement may set removal manner (§§ 7.25, 7.32, 8.08) |
Cumulative voting only if articles authorize and meeting materials disclose it or holder gives 48-hour notice; election-sufficient votes against block removal. Only electing voting group participates. Up-to-five-group staggering adds no cause rule; no board-appointee exception (§§ 7.28, 8.06, 8.08) |
No general board-removal or automatic-disqualification route stated. Corporation or 10%-of-any-class holders may seek Superior Court removal for fraud/dishonesty or gross abuse plus corporate best interest; service bar available (§ 8.09) |
Removal is meeting-only, at a meeting called for removal, with notice stating that purpose. General notice is 10-60 days; board/document callers or 10% holders may trigger special meeting. No statement/hearing or delayed effect stated (§§ 7.02, 7.05, 8.08) |
Written notice to board, chair, president, or minutes-recording officer; effective on delivery unless later date specified. No future-event, acceptance, withdrawal, failed-election, or irrevocability rule stated (§ 8.07) |
Vacancy includes increase-created seat; specific later vacancy may be prefilled but successor waits. Replacement ordinarily serves predecessor's unexpired term and holds over until successor qualifies; board-size decrease does not shorten incumbent (§§ 8.05, 8.10) |
Shareholders, board, or below-quorum majority of all remaining directors; articles may limit to listed methods. Electing group alone votes if shareholders fill its seat; no parallel board-group restriction stated. With no board, 10% holders may demand special meeting (§§ 7.02, 8.10) |
Qualifying private-company shareholder agreement may alter selection/removal. Proxy, public-company, fiduciary and contract consequences, indemnification, dissolution/deadlock, contested title, close-corporation boardless status, and regulated entities remain separate (§§ 7.32, 8.09, 20.08) |
| Virginia verified 2026-08-25 | Virginia Stock Corporation Act; ordinary domestic private stock corporation with corporate powers exercised by or under board authority and business managed under board direction and oversight, subject to statutory exceptions, articles, and qualifying shareholder agreements (Va. Code §§ 13.1-671.1, 13.1-673, 13.1-679 to -682) |
One or more directors removable with or without cause unless articles require cause. Without cumulative voting, default removal requires majority of votes entitled to be cast at election by electing group; articles/bylaws may require greater vote (§ 13.1-680(A), (C)) |
Only electing voting group removes its director. Articles-authorized cumulative voting blocks removal when election-sufficient votes oppose or, for less-than-unanimous consent, do not consent. No separate classified- or board-appointee protection appears in removal section (§§ 13.1-676, 13.1-678, 13.1-680(B)-(C)) |
Circuit court may remove and bar reelection in corporation/by-corporation proceeding upon fraudulent conduct, gross position abuse, or intentional corporate harm plus inadequate alternatives and corporate best interest; derivative shareholder route follows Article 8.1 requirements (§ 13.1-681.1) |
Removal meeting must be called for removal and notice say so; general notice is 10-60 days. Chair, president, board, or document-authorized actor calls; eligible nonpublic corporation with 35 or fewer record holders has variable 20% demand route. Consent is available under § 13.1-657; no director statement or hearing appears (§§ 13.1-655, 13.1-657 to -658, 13.1-680(C)-(D)) |
Written notice to board, chair, or secretary; effective under general delivery rule unless delayed to a time/event. Failed-election-vote condition may be made irrevocable. Board may prefill but successor waits until resignation becomes effective (§§ 13.1-610(A)(9), 13.1-679) |
Vacancy expressly includes board-size increase and may be a specific later- date vacancy from delayed resignation or otherwise; may be filled early but successor waits. Board-elected replacement term expires at next shareholder meeting electing directors, with default holdover until successor qualifies (§§ 13.1-677(D)-(E), 13.1-679(B), 13.1-682(A), (C)) |
Unless articles provide otherwise: shareholders or board fill; when remaining directors are below quorum, majority of them fills. Voting-group shareholders or remaining voting-group directors exclusively fill their seat; statute states no separate all-seats-vacant actor (§ 13.1-682) |
Judicial removal and possible reelection bar are included; derivative filing procedure, federal/public proxy systems, fiduciary and contract merits, indemnification, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 13.1-681.1, 13.1-690 to -692.1) |
| Washington verified 2026-08-25 | Washington Business Corporation Act; ordinary domestic private business corporation with required board and board-managed powers/affairs unless articles or authorized shareholder agreement reallocates duties (RCW 23B.08.010, .050, .070-.100) |
One or more directors removable with or without cause unless articles require cause. Default requires votes cast to remove exceed votes cast not to remove; articles or bylaws may require greater number (RCW 23B.08.080(1), (3)) |
Only holders of electing class(es)/series participate. When cumulative voting is authorized and less than whole board targeted, election-sufficient votes against removal—or nonconsenting votes under less-than-unanimous consent—bar removal; no separate classified/board-appointee protection (RCW 23B.08.040, .060, .080(2)-(3)) |
Superior court may remove on corporation's or holders of at least 10% of any class's proceeding upon fraudulent/dishonest conduct and corporate best interest; court may bar reelection, and shareholder plaintiffs make corporation defendant. No ordinary board-removal route stated (RCW 23B.08.090) |
Shareholder removal only at special meeting called for that purpose; notice must name removal. Board/document callers and default 10% shareholder demand apply, adjustable to at most 25% for private corporation; notice 10-60 days. Consent route remains available; no director statement/hearing rule (RCW 23B.07.020, .040, .050; 23B.08.080(3)-(4)) |
Written notice to board, chair, president, or secretary; effective under general delivery rule unless delayed to time/event. Failed-election-vote condition may be irrevocable; prospective vacancy may be filled early but successor waits (RCW 23B.01.410(9), 23B.08.070, .100(3)) |
Vacancy expressly includes board-size increase and specific later-date vacancy from delayed resignation or otherwise. Early fill allowed, successor waits; vacancy replacement term expires at next shareholder meeting electing directors, then default holdover until successor qualifies (RCW 23B.08.050(4)- (5), .100(1), (3)) |
Unless articles provide otherwise: shareholders or board fill; when directors in office are below quorum, majority of all directors in office fills. Electing voting-group shareholders/directors exclusively fill their seat; statute states no separate all-seats-vacant actor (RCW 23B.08.100) |
Judicial removal and reelection bar are included; public-company proxy and solicitation, fiduciary/contract merits, indemnification, deadlock, dissolution, receivership, and special regulated-entity systems remain separate (RCW 23B.08.090, .300-.320, .500-.603) |
| West Virginia verified 2026-08-25 | West Virginia Business Corporation Act, W. Va. Code §§ 31D-1-101 to 31D-17-1703; ordinary domestic private for-profit corporation under meeting, shareholder-agreement, term, resignation, shareholder/judicial-removal, and vacancy provisions, subject to controlling special-corporation chapters (§§ 31D-1-101, -103, -150; 31D-7-702 to -705, -727 to -728, -732; 31D-8-805 to -810) |
Shareholders may remove one/more with/without cause; no articles cause-only exception stated. Votes cast for must exceed votes cast against, with articles-authorized greater vote generally available; qualifying unanimous shareholder agreement may set different removal manner (§§ 31D-7-727, -732; 31D-8-808(a), (c)) |
Default cumulative-voting right means election-sufficient votes against block removal; only electing voting group participates. Nine-or-more board may stagger two/three groups, but classification adds no cause rule. No vacancy-appointee exception stated (§§ 31D-7-728, 31D-8-804, -806, -808) |
No ordinary board-removal or automatic-disqualification route. Corporation or holders of at least 10% of any class may seek circuit-court removal for fraud/dishonesty or gross abuse plus best-interest finding; court may bar reelection and shareholder plaintiffs must join corporation (§ 31D-8-809) |
Removal only at purpose-called meeting whose notice states removal; general notice is 10-60 days. Board, articles/bylaw-authorized caller, or default 10%-vote demand adjustable by articles lower or up to 25% may trigger. No removal consent, director statement/hearing, or delayed-effective rule stated (§§ 31D-7-702, -705; 31D-8-808(d)) |
Written notice to board, chair, or corporation; effective on delivery unless board agrees to later date. No unilateral future event, acceptance beyond later-date agreement, withdrawal, or irrevocability rule stated (§ 31D-8-807) |
Vacancy provision expressly includes board-size increase and vacancy at a specific later date; prospective filler waits to take office. Every vacancy fill expires at next shareholder meeting where directors are elected; no predecessor-unexpired-term rule (§§ 31D-8-805(d), -810(a), (c)) |
Unless articles vary: shareholders, board, or below-quorum affirmative majority of all remaining directors. Only class-group shareholders are restricted when shareholders fill; no same-group-director exclusivity is stated. With no directors, shareholders remain express filler and demand/ court-meeting route remains (§§ 31D-7-702 to -703, 31D-8-810(a)-(b)) |
Qualifying agreement may change removal but defaults to 10 years and ends on listing/regular trading. Federal proxy/exchange, fiduciary and contract consequences, indemnification, contested office, deadlock, dissolution, receivership, and regulated entities remain separate (§§ 31D-1-103, 31D-7-732, 31D-8-809) |
| Wisconsin verified 2026-08-25 | Wisconsin Business Corporation Law, chapter 180; ordinary domestic private corporation under director term, resignation, shareholder/judicial removal, vacancy, special-meeting, notice, and voting provisions (§§ 180.0805, 180.0807-.0810, 180.0702, 180.0705, 180.0725) |
Shareholders may remove one/more with/without cause unless articles/bylaws make cause-only. Without cumulative voting, votes cast for removal must exceed votes cast against; articles or authorized bylaws may require greater vote (§§ 180.0808(1), (3), 180.0727(1)) |
Only electing voting group participates. Cumulative-election-sufficient votes against block removal. Staggered terms are authorized but create no separate cause-only rule; statute states no vacancy-appointee protection (§§ 180.0804, .0806, .0808(2)-(3)) |
No express ordinary board-removal or automatic-disqualification route. Corporation or holders of 10% of any class may seek circuit-court removal for fraud/dishonesty/gross abuse plus corporate best interest; court may bar reelection for prescribed period (§§ 180.0802, .0809) |
Shareholder removal only at meeting called for it; notice names removal and ordinarily runs 10-60 days. Board/document caller or 10%-vote written demand may call. No director statement/hearing or separate delayed-removal rule; specific meeting-only text controls (§§ 180.0702, .0705, .0808(4)) |
Written notice complying with § 180.0141 to board, chair, or corporation; effective on delivery or stated later date. No event condition, acceptance, withdrawal, or irrevocability rule stated (§ 180.0807) |
Vacancy section expressly includes board-size increase and a specific later- date vacancy, including delayed resignation or otherwise. Early fill allowed but successor waits. No separate replacement-term sentence; general next- annual/staggered term and holdover provisions apply (§§ 180.0805-.0806, .0810(1), (3)) |
Unless articles vary: shareholders, board, or majority of all remaining directors below quorum fill. Shareholder and director voters for voting- group seat are limited to that group. With no directors, shareholders remain authorized and 10% special-meeting demand is available (§§ 180.0702, .0810(1)-(2)) |
Judicial removal and reelection bar are included; federal proxy/solicitation, fiduciary and contract merits, indemnification, deadlock, dissolution, receivership, and regulated/close-corporation systems remain separate (§§ 180.0809, 180.1801-.1837) |
| Wyoming verified 2026-08-25 | Wyoming Business Corporation Act, Title 17, Chapter 16; ordinary domestic private for-profit corporation under meeting, consent, cumulative-voting, term, resignation, removal, court, and vacancy provisions (§§ 17-16-702, -704, -725, -728, -732, -805 to -810) |
One or more removable with/without cause unless articles make cause-only. Without active cumulative voting, votes for must exceed votes against. Qualifying private shareholder agreement may set removal manner (§§ 17-16-725, -732, -808) |
Cumulative voting only if articles authorize and materials disclose it or holder gives 48-hour notice; election-sufficient votes against block removal. Only electing voting group participates. Staggering adds no cause rule; no board-appointee exception (§§ 17-16-728, -806, -808) |
No general board-removal or automatic-disqualification route stated. Corporation or derivative shareholder may seek district-court removal for fraud, gross abuse, or intentional harm plus inadequate remedies and best interest; reelection bar available (§ 17-16-809) |
Removal is meeting-only, at a meeting called for removal, with notice stating that purpose. General notice is 10-60 days; board/document callers or generally 10% holders may trigger special meeting. No statement/hearing or delayed effect stated (§§ 17-16-702, -705, -808) |
Written notice or electronic transmission to board, chair, or corporation; effective on delivery unless later date or event. Failed-election conditional resignation may be irrevocable; no acceptance or general withdrawal rule stated (§ 17-16-807) |
Vacancy includes increase-created seat; later vacancy may be prefilled but successor waits. Replacement term expires at next shareholder meeting electing directors, then holdover until successor qualifies; board-size decrease does not shorten incumbent (§§ 17-16-805, -810) |
Unless articles differ: shareholders or board fill; below-quorum directors act by majority of all remaining. Matching shareholder group or its directors exclusively fills class seat. With no board, qualifying holders may demand special meeting (§§ 17-16-702, -810) |
Qualifying private-company shareholder agreement may alter selection/removal. Public-company election bylaw, proxy/exchange, fiduciary and contract consequences, indemnification, dissolution/deadlock, contested title, and regulated entities remain separate (§§ 17-16-732, -809, -1022) |
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