Corporate Director Removal and Board-Vacancy Requirements in Kentucky
At a glance
| Governing law, entity, director, removal, vacancy, and scope | 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) |
|---|---|
| Shareholder removal, cause, vote threshold, and governing documents | 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)) |
| Cumulative, class/series, classified, and appointed-director protections | 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)) |
| Board, court, automatic, disqualification, and special removal routes | 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 |
| Meeting, notice, stated purpose, hearing, and effective time | 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)) |
| Resignation delivery, future effect, withdrawal, and irrevocability | 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) |
| Vacancy occurrence, definition, and replacement term | 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)) |
| Shareholder, board, remaining-director, class-group, and all-vacant fillers | 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) |
| Public proxy, fiduciary, contract, dissolution, and dispute boundaries | 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) |
Requirements one by one
Kentucky's ordinary director rules appear in Chapter 271B.
Articles can require cause or a greater vote
KRS § 271B.8-080 allows shareholders to remove one or more directors with or without cause unless the articles make removal cause-only. Without cumulative voting, votes cast for removal must exceed votes cast against. KRS § 271B.7-250(3) permits the articles to require a greater affirmative vote for the action.
Only the voting group that elected a director participates. Kentucky has no default cumulative voting; the articles must opt in under KRS § 271B.7-280. If cumulation applies, votes sufficient to elect the director block removal.
Staggered terms are articles-authorized under KRS § 271B.8-060 but create no separate cause-only rule or vacancy-appointee protection.
Shareholder removal is meeting-only
KRS § 271B.8-080(4) permits shareholder removal only at a meeting called for that purpose, with notice identifying removal. The specific meeting-only rule controls over the general written-consent provision in KRS § 271B.7-040.
KRS §§ 271B.7-020 and 271B.7-050 allow the board or an articles/bylaws-authorized person to call and default the shareholder-demand route to holders of 33⅓% of votes on the proposed issue. The articles may set a higher or lower percentage without a stated statutory ceiling. Notice ordinarily runs ten to sixty days.
The removal provision states no cause definition, director statement or hearing right, or delayed effective-time rule.
The current chapter has no judicial-removal section
The current official Chapter 271B index lists KRS § 271B.8-080 removal and then KRS § 271B.8-100 vacancy, with no § 271B.8-090. The surrounding provisions state no separate board-removal, automatic-disqualification, dedicated judicial- removal, or court-set reelection-bar route.
That does not resolve remedies under other law; it means this statutory sequence does not itself supply a dedicated removal proceeding.
Resignation is written and may use a later date
KRS § 271B.8-070 requires written notice to the board, its chair, or the corporation. It is effective on delivery unless it specifies a later date. The section states no event condition, acceptance requirement, withdrawal, or irrevocability rule.
The class-seat filler is shareholder-only
Unless the articles provide otherwise, KRS § 271B.8-100 authorizes shareholders or the board to fill a vacancy, including a newly created seat. If remaining directors are below quorum, a majority of all remaining directors may fill it.
For a class-elected seat, however, only that class's shareholders are expressly authorized to fill the vacancy. Kentucky does not give remaining directors elected by the class a parallel filling power in subsection (2).
A future vacancy may be filled early, but the replacement waits to take office. KRS § 271B.8-050(4) keeps a classified-seat replacement through the next election of that group and successor qualification. The general next-annual and holdover rules govern other director terms.
If no directors remain, shareholders are still an express filler and may use the general written-consent route for vacancy filling or the 33⅓%-default special-meeting demand route.
What trips people up
The class-seat rule is asymmetric. Ordinary vacancies may be filled by the board, but a class-elected vacancy is expressly reserved to that class's shareholders.
Kentucky's 80%-or-higher articles consent option does not displace the specific meeting-only removal rule.
Common questions
Can reducing board size end an incumbent's term?
No. KRS § 271B.8-050(3) says a decrease in director number does not shorten an incumbent's term.
Can a future vacancy be filled before it exists?
Yes, but the new director cannot take office until the vacancy occurs.
Statutes and sources
- KRS §§ 271B.7-020, 271B.7-040, 271B.7-050, 271B.7-250, and 271B.7-280 — special-meeting demand, consent, notice, action voting, and cumulative voting. Official § 271B.7-020 PDF, accessed August 25, 2026.
- KRS §§ 271B.8-040 through 271B.8-100 — class seats, terms, staggering, resignation, shareholder removal, and vacancy filling. Official § 271B.8-080 PDF, accessed August 25, 2026.
- KRS Chapter 271B index — current section sequence confirming no § 271B.8-090 between removal and vacancy. Official chapter index, accessed August 25, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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