Corporate Director Removal and Board-Vacancy Requirements in Kansas

At a glance

Requirements one by one

Kansas's ordinary private-company director rules appear in the Kansas General Corporation Code. K.S.A. § 17-6001(c) preserves inconsistent special regulation, so a specially regulated corporation can use a different rule.

A majority of election-entitled shares ordinarily may remove

K.S.A. § 17-6301(k) permits holders of a majority of shares then entitled to vote at a director election to remove an individual director or the entire board with or without cause. A classified board is cause-only unless the articles provide otherwise.

Two no-cause protections require separate attention. If cumulative voting applies and fewer than all directors are being removed, election-sufficient votes against removal protect the director. If the articles give a class or series the right to elect a director, that class or series supplies the vote for the director's no-cause removal. The statute does not extend that special- electorate sentence to cause removal.

Removal may use a meeting or shareholder consent

Section 17-6301(k) does not make removal meeting-only. Under K.S.A. § 17-6518, unless the articles provide otherwise, holders of the meeting-equivalent minimum may act by written or electronic consent without a meeting or prior notice. Sufficient consents must be delivered within the statutory sixty-day collection period, and prompt notice follows a less-than-unanimous action for qualifying nonconsenters.

If removal is considered at a special meeting, K.S.A. § 17-6501(d) allows the board or an articles- or bylaw-authorized person to call it. K.S.A. § 17-6512(a)-(b) requires notice to state the special-meeting purpose and ordinarily issue ten to sixty days before the meeting. The surveyed sections state no director statement or hearing right and no separate delayed-removal rule.

Judicial removal has prior-judgment and harm requirements

K.S.A. § 17-6515(c) creates a narrow judicial-removal route after either a felony conviction connected with the director's corporate duties or a prior merits judgment that the director breached the duty of loyalty in connection with those duties. The corporation or a stockholder proceeding derivatively may apply. The court must additionally find lack of good faith in the acts producing the prior conviction or judgment and that removal is necessary to avoid irreparable harm to the corporation.

K.S.A. § 17-6515(a) separately lets the district court determine the validity of a director election, appointment, removal, or resignation and title to office. Neither route resolves contract consequences or other fiduciary remedies here.

Resignation may depend on a later date or event

Under § 17-6301(b), a director gives written or electronic resignation notice to the corporation. Delivery is effective unless the notice specifies a later date or an event-based effective date. A resignation conditioned on failing to receive a specified reelection vote may state that it is irrevocable. The section states no acceptance requirement or general withdrawal rule.

For a future-effective resignation, § 17-6513(d) permits a majority of directors then in office, including the resigning directors, to select the replacement; the filling vote takes effect when the resignation does.

Remaining directors ordinarily fill the vacancy

Unless the articles or bylaws provide otherwise, § 17-6513(a) gives the ordinary vacancy and newly created seat to a majority of directors then in office even below quorum, or to a sole remaining director. For a class- or series-elected seat, a majority of the remaining directors elected by that electorate, or a sole such director, fills it.

If no directors remain, a receiver, officer, stockholder, or specified stockholder fiduciary may call a special shareholder election meeting under the governing documents or ask the district court to order an election. The same structure applies when no director of a class or series remains, using that electorate's actors.

Section 17-6513(c) also permits holders of at least ten percent of voting shares to seek a court-ordered election to fill vacancies or replace board-selected directors when the directors in office at filling are below the provision's former-whole-board majority measure.

Classified fillers have an express class-election term

A director chosen under § 17-6513(a) for a classified board serves until the next election of that class and until a successor is elected and qualified. For other fillers, § 17-6301(b) supplies the general holdover rule—until a successor is elected and qualified or earlier resignation or removal—while § 17-6513 states no predecessor-unexpired-term formula.

What trips people up

Kansas removal and vacancy filling use different actors and denominators. The removal rule uses a majority of shares entitled to vote in the director election. The ordinary vacancy rule instead uses a majority of directors then in office, even below quorum, or a sole remaining director. It does not state a general shareholder-filler option while a director remains.

The class/series protection in § 17-6301(k)(2) is also expressly framed for removal without cause. It should not be silently rewritten as an identical electorate rule for cause removal.

Common questions

Can Kansas shareholders remove a director by written consent?

Yes, unless the articles provide otherwise. K.S.A. § 17-6518(a) allows the meeting-equivalent minimum to act by written or electronic consent, and § 17-6301(k) does not impose a meeting-only condition.

Can one remaining director fill a vacancy?

Yes. Unless the articles or bylaws provide otherwise, § 17-6513(a) expressly allows a sole remaining director to fill an ordinary vacancy or new seat. A sole remaining director elected by the relevant class or series may fill that electorate's seat.

Who acts when every board seat is vacant?

Section 17-6513(a)(2) allows a receiver, officer, stockholder, or specified stockholder fiduciary to call a special election meeting under the articles or bylaws or seek a district-court decree summarily ordering an election.

Does Kansas have judicial removal for corporate misconduct?

It has the narrower § 17-6515(c) route. A duty-connected felony conviction or a prior loyalty-breach merits judgment must already exist, and the court must also find lack of good faith and that removal is necessary to avoid irreparable harm.

Statutes and sources

• K.S.A. §§ 17-6001 and 17-6301. Define the ordinary-code scope and govern director terms, resignation, classification, shareholder removal, and structural protections.
• K.S.A. §§ 17-6501, 17-6512, and 17-6518. Govern special-meeting callers, meeting notice, and shareholder action by written or electronic consent.
• K.S.A. §§ 17-6513 and 17-6515. Govern vacancy filling, directorless and minority-board election routes, contested office, and judicial removal.