Corporate Director Removal and Board-Vacancy Requirements in New Hampshire

At a glance

Requirements one by one

RSA § 293-A:1.01 identifies the New Hampshire Business Corporation Act. RSA § 293-A:1.40 limits the ordinary answer to a domestic for-profit corporation and separately defines a public corporation.

Removal is meeting-only and ordinarily does not require cause

RSA § 293-A:8.08(a) permits shareholders to remove one or more directors with or without cause unless the articles make removal cause-only. Only the voting group that elected a director may participate in removing that director.

Without cumulative voting, votes cast to remove must exceed votes cast not to remove. RSA § 293-A:7.25 and RSA § 293-A:7.27 allow the articles to require a greater vote. If cumulative voting is authorized, election-sufficient votes against removal protect the director.

RSA § 293-A:7.28 makes cumulative voting articles-dependent. Classification under RSA § 293-A:8.06 does not itself add a cause rule.

Notice must identify removal

RSA § 293-A:8.08(d) permits removal only at a meeting called for that purpose whose notice states removal. The specific meeting-only rule leaves no ordinary written-consent removal route.

RSA § 293-A:7.02 permits the board or an articles- or bylaw-authorized caller to call a special meeting. Holders of ten percent of votes on the proposed issue also may demand it by default, although the articles may set a lower percentage or one as high as twenty-five percent. RSA § 293-A:7.05 requires ten-to-sixty- day notice and a purpose description for a special meeting.

A qualifying RSA § 293-A:7.32 shareholder agreement is different. If approved or signed by all shareholders as that section requires, it may establish a director's manner of removal even when inconsistent with another chapter provision. The ordinary removal provisions state no director statement or hearing right and no separate delayed-effective rule.

Judicial removal requires conduct, remedy, and best-interest findings

Under RSA § 293-A:8.09, the superior court may remove a director in a proceeding commenced by or in the right of the corporation. The court must find fraudulent conduct toward the corporation or shareholders, gross abuse of the director position, or intentional harm to the corporation. It also must consider the course of conduct and inadequacy of other remedies and find removal in the corporation's best interest.

The court may prescribe a reelection bar and retains equitable power to order other relief. The Act states no ordinary board-removal or automatic- disqualification route.

Resignation may depend on a future event

RSA § 293-A:8.07 requires a written resignation delivered to the board, its chair, or the secretary. It is effective on delivery unless it specifies a later date or an effective date determined by one or more events. A resignation conditioned on failure to receive a specified election vote may state that it is irrevocable. The section states no general acceptance or withdrawal rule.

Shareholders and directors may fill the vacancy

Unless the articles provide otherwise, RSA § 293-A:8.10 authorizes the shareholders or board to fill a vacancy, including a newly created seat. If the remaining directors are below quorum, an affirmative majority of all remaining directors may fill it.

For a voting-group seat, the group holders exclusively act when shareholders fill the seat, and directors elected by that group exclusively act when directors fill it. A vacancy occurring at a specific later date may be filled early, but the successor does not take office until it occurs.

If no directors remain, shareholders are still an express filler, and qualifying holders may demand a special meeting under RSA § 293-A:7.02.

Every vacancy filler receives a next-election term

RSA § 293-A:8.05(d) ends the term of a director elected to fill any vacancy at the next shareholder meeting at which directors are elected. The predecessor's unexpired term is not the default.

What trips people up

New Hampshire's cumulative-voting protection matters only if the articles authorize cumulative voting. Otherwise, removal compares votes cast for and against, subject to any greater articles vote.

A qualifying unanimous shareholder agreement can change the manner of removal, but an ordinary bylaw cannot erase RSA § 293-A:8.08(d)'s meeting-only rule.

RSA § 293-A:10.22 creates a public-corporation-only branch. A qualifying vote- against bylaw ends an elected director's term when the board selects a successor and treats that selection as filling a vacancy under RSA § 293-A:8.10. It does not govern the ordinary private corporation covered here.

Common questions

Can New Hampshire shareholders remove a director without cause?

Ordinarily yes. RSA § 293-A:8.08(a) permits removal with or without cause unless the articles require cause.

Can shareholders remove a director by written consent?

Not under the ordinary rule. RSA § 293-A:8.08(d) says shareholder removal may occur only at a purpose-called meeting. A qualifying unanimous shareholder agreement under RSA § 293-A:7.32 may establish a different manner of removal.

May the remaining directors fill a vacancy when they lack a quorum?

Yes. RSA § 293-A:8.10(a)(3) permits an affirmative majority of all remaining directors to fill it.

How long does the replacement serve?

Under RSA § 293-A:8.05(d), the replacement's term expires at the next shareholder meeting where directors are elected.

Statutes and sources

• RSA §§ 293-A:1.01 and :1.40. The official text supplies the Act's short title and its domestic for-profit and public-corporation definitions quoted in the source record. Official merged Chapter 293-A (accessed August 25, 2026).
• RSA §§ 293-A:7.02, :7.05, :7.25, :7.27-.28, and :7.32. The official text supplies the special-meeting demand, notice, ordinary and enhanced vote, cumulative-voting, and qualifying shareholder-agreement rules quoted in the source record. Official merged Chapter 293-A (accessed August 25, 2026).
• RSA §§ 293-A:8.05-.10. The official text supplies the replacement-term, staggered-term, resignation, shareholder-removal, judicial-removal, and vacancy-filling rules quoted in the source record. Official merged Chapter 293-A (accessed August 25, 2026).
• RSA § 293-A:10.22. The official text supplies the public-corporation vote- against bylaw branch quoted in the source record. Official merged Chapter 293-A (accessed August 25, 2026).