Nonprofit Corporation Director Removal and Vacancy Requirements by State
How may an ordinary domestic nonprofit or nonstock corporation remove or replace a director, and who fills a board vacancy?
Jurisdictions
50 of 51 verified so far
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Every entry, oldest check October 2, 2026
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What this survey covers
This survey compares state rules for removing and replacing a director of an ordinary domestic nonprofit or nonstock corporation. It follows the seat's source—members, the board, a membership group, an appointing person, or a designation—through removal, resignation, and vacancy filling. It does not determine whether alleged cause exists or whether a disputed vote was valid.
Why the columns stay separate
Florida § 617.0808 separates member and board removal votes and reserves a group-elected seat to that group. Wyoming § 17-19-808(h) applies a two-thirds board vote to a board-elected director, with a different member route for a board-filled member seat. Florida § 617.0809 gives certain member groups a three-month first opportunity to fill their vacancy and reserves appointed seats to the appointer. Virginia § 13.1-860 has a replacement text effective January 1, 2027. Those rules govern different actors and times, so a single “majority vote” column would obscure them.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing act and director seats | Member-elected director removal | Board-elected director removal | Class, appointed, and designated seats | Notice and approval outside meetings | Court and special removal routes | Resignation and effective time | Who fills a board vacancy | Successor timing, term, and reporting |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-02 | Chapter 10A-3A; membership/nonmembership, group-elected, appointed, and designated seats (§ 10A-3A-8.04). |
Members eligible to fill seat may remove with or without cause; ordinary group vote is more for than against at quorum unless documents vary (§§ 10A-3A-8.08(a), 10A-3A-7.24). |
Membership board ordinarily cannot remove; nonmembership board may remove with/without cause by ordinary board vote unless documents vary (§§ 10A-3A-8.08(c)–(d), 10A-3A-8.24(c)). |
Electing group controls member vote for its vacancy; appointer fills appointed vacancy; designated seat follows documents (§ 10A-3A-8.10(b)). |
Member removal meeting notice states purpose; member written consent allowed unless certificate varies; board consent requires every director (§§ 10A-3A-8.08(b), 10A-3A-7.04, 10A-3A-8.21). |
Court may remove for specified harm plus best interest in corporation/right-of-corporation proceeding; board may remove director failing stated qualifications (§§ 10A-3A-8.09, 10A-3A-8.08(e)). |
Written notice to board/chair, secretary, or corporation; effective under notice rule unless delayed, including future event (§§ 10A-3A-8.07, 10A-3A-1.03(i)). |
Members or board ordinarily; below-quorum directors may act; electing group directors or members, appointer, and document mechanism control special seats (§ 10A-3A-8.10). |
Prefilled successor starts when vacancy occurs; replacement ordinarily serves unexpired term (§§ 10A-3A-8.05(c), 10A-3A-8.10(c)). |
| Alaska verified 2026-10-02 | Alaska Nonprofit Corporation Act, AS 10.20; member-elected directors, board-filled vacancies, staggered terms, and possible ex officio officer seats (§§ 10.20.081–.101, .121). |
Director election/term provisions do not set a general removal cause or vote; governing documents and applicable law require review (§§ 10.20.081–.101). |
Board may fill vacancy under § 10.20.101; that section does not prescribe a director-removal vote (§§ 10.20.096, .101). |
Member-class voting rights may vary by documents; vacancy method may vary in articles/bylaws; ex officio officer seat may be created (§§ 10.20.071(a), .101, .121(b)). |
Member meeting notice ordinarily 10–50 days; all voting members or all directors may sign written consent; board special-meeting notice follows bylaws (§§ 10.20.066, .116, .695). |
Director provisions §§ 10.20.081–.101 state no judicial removal procedure; § 10.20.126 addresses officers, a separate office. |
Consult governing documents for director resignation mechanics; § 10.20.101 governs filling a resulting vacancy. |
Majority of remaining directors fills vacancy or added seat even below quorum unless documents choose another method; vacancy may last at most six months or to next annual member meeting (§ 10.20.101). |
Vacancy successor serves unexpired term; board-filled added seat serves only to next director election (§ 10.20.101). |
| Arizona verified 2026-10-02 | Arizona Nonprofit Corporation Act, Title 10 chs. 24–40; member, board, class/group, appointed, and designated directors (§§ 10-3804, -3808, -3809) |
Documents control first; otherwise members remove with/without cause unless articles require cause, by votes sufficient to elect; cumulative-vote protection applies (§ 10-3808(A)–(B)(4)) |
Absent document procedure, board removes its elected director with/without cause by 2/3 of directors then in office or greater document vote; board-filled member seat is removable by members, not board (§ 10-3808(B)(8), (C)) |
Only electing class/chapter/region/group votes on its elected director; appointer ordinarily removes appointed director by written notice; change designation to remove designated director (§§ 10-3808(B)(2), 10-3809) |
Member removal may use meeting, written consent, or ballot; meeting notice states removal purpose; memberless board removal needs 2 days’ written notice or waiver; consent/ballot conditions apply (§§ 10-3808(B)(5), -3822(C), -3704, -3708) |
Corporation or members with ≥25% voting power of any class may seek court removal for fraud/intentional crime plus corporate best interest; court bar ≤5 years; religious document exception; missed-meeting board route (§§ 10-3810, -3808(B)(9)) |
Written notice to board, presiding officer, or corporation; effective on delivery unless later date/event specified (§ 10-3807) |
Members or board fill ordinary/additional seat; below-quorum remaining directors act by majority of all remaining; class members fill class seat if members act; appointer/designation routes reserved; all-vacant member meeting (§ 10-3811) |
Future vacancy may be filled early, successor starts when vacancy occurs; member-seat replacement serves to next member election, other replacement unexpired term unless documents vary (§§ 10-3807(B), -3811(E), -3805(D)) |
| Arkansas verified 2026-10-02 | Arkansas Nonprofit Corporation Act of 1993; member-elected, board-elected, group-elected, appointed, and designated seats (§ 4-33-804). |
Without cause; group alone removes its seat; votes sufficient to elect director, with cumulative-vote protection (§ 4-33-808(a)–(d)). |
Without cause by majority of directors present at purpose-called meeting, or greater article/bylaw vote; board-filled member seat removable by members, not board (§ 4-33-808(h)). |
Electing class/chapter/unit/region alone removes its seat; appointer removes appointee by written notice unless documents vary; designated seat changes by document amendment (§§ 4-33-808(b), 4-33-809). |
Member and board removal require purpose-called meeting and stated notice; memberless board removal also needs seven days’ written vote notice or waiver (§§ 4-33-808(e), (h), 4-33-822(c)). |
Corporation or members holding ≥10% of class voting power may seek court removal for specified misconduct plus best-interest finding; preauthorized attendance removal by majority present at purpose-called meeting; religious exception (§§ 4-33-808(i)–(j), 4-33-810). |
Written notice to board, presiding officer, president, or secretary; effective with notice unless later date specified (§ 4-33-807). |
Members or board fill ordinary/new seat; below-quorum directors by majority of those remaining. Appointer exclusively fills appointed seat; designated seat follows documents and board cannot fill if silent (§ 4-33-811(a)–(c)). |
Prefilled successor waits until vacancy; member-elected vacancy term to next member election, other replacement to unexpired term; annual disclosure lists directors and addresses by Aug. 1 (§§ 4-33-805(c), 4-33-811(d), 4-33-131(a)). |
| California verified 2026-10-02 | Corporations Code public-benefit, mutual-benefit, and religious nonprofit acts; elected, class/group, and designated seats differ (§§ 5220, 7220, 9220) |
Public/mutual: without cause, majority of all votes if fewer than 50 members; otherwise member approval. Religious: member approval unless documents alter (§§ 5222, 7222, 9222) |
Public/mutual with no members: majority of directors then in office may remove without cause; separate board vacancy-declaration grounds (§§ 5221–5222, 7222) |
Class or geographic unit alone removes its elected seat; public/mutual designator generally controls its seat; religious documents may set selection (§§ 5222, 7222, 9220, 9222) |
Member approval can use a meeting or statutory written ballot; public/mutual cumulative votes can block individual removal (§§ 5033–5034, 5222, 7222) |
Court removal for specified misconduct; board may declare vacancy for listed disqualifications; public/religious last-director resignation restriction (§§ 5221, 5223, 5226, 7223, 9221, 9223, 9226) |
Written notice to chair, president, secretary, or board; default effect on notice, later date permitted (§§ 5224(c), 7224(c), 9224(c)) |
Ordinary vacancies: board, reduced-board, or member routes; public/mutual removed seat ordinarily reserved to members; religious board cannot fill member-removal vacancy (§§ 5224, 7224, 9224) |
Future-resignation successor starts when effective; holdover until successor qualified; designated/ex officio succession follows documents or office (§§ 5220, 5224, 7220, 7224, 9220, 9224) |
| Colorado verified 2026-10-02 | Nonprofit Act, art. 128; voting-member/group or board election, appointment, or designation (§ 7-128-104). |
With or without cause unless bylaws require cause; votes sufficient to elect; cumulative-vote protection (§§ 7-128-108(1), 7-127-208(3)). |
With or without cause by majority of directors in office or higher bylaw vote; members control board-filled member seat without cause (§ 7-128-108(1)(f)). |
Electing voting group alone removes its seat; appointer removes by written notice; designation changes by bylaw amendment (§ 7-128-108). |
Member removal only at purpose-called meeting with notice; board written action follows director notice, votes, and objection deadline (§§ 7-128-108(1)(d), 7-128-202). |
District court: specified misconduct or final duty judgment plus best interests; corporation or members with 10% successor-election votes may sue (§ 7-128-109). |
Written notice to nonprofit corporation; effective on receipt unless later date; bylaws may supply attendance/obligation deemed-resignation route (§ 7-128-107). |
Voting members or board fill ordinary/added seats; group voters/directors control group seat; appointer and bylaws control special seats (§ 7-128-110). |
Prefilled successor starts when vacancy occurs; replacement ordinarily serves predecessor’s unexpired term (§§ 7-128-105(4), 7-128-110(6)). |
| Connecticut verified 2026-10-02 | Chapter 602 nonstock corporations; member-elected, class-elected, self-perpetuating, and ex-officio seats (§§ 33-1082 to 33-1084). |
Voting members; with/without cause unless certificate requires cause; votes for exceed votes against, subject to cumulative protection (§ 33-1088(a)–(c)). |
If no members elect directors, directors vote; with/without cause unless certificate requires cause; votes for exceed against absent cumulative voting (§ 33-1088(a), (c)). |
Electing class alone votes on removal and member-filled vacancy; ex-officio director leaves with office and is outside ordinary removal/vacancy sections (§§ 33-1083(b), 33-1088(b), 33-1091(b)). |
Removal only at purpose-called meeting with purpose stated; voting-member notice 10–60 days (§§ 33-1088(d), 33-1065(a), (c)). |
Corporation or members holding ≥10% of any class's voting power may seek court removal for specified conduct plus best interest; court may bar return (§ 33-1090). |
Written notice to board, chair, or corporation; effective on delivery unless later date stated (§ 33-1087). |
Default: members or board; below-quorum directors by majority of all remaining; class member vote limited to class; nonvoting members or court if no board (§§ 33-1091, 33-1091a). |
Replacement term to next election; prefilled successor starts when vacancy occurs; changed director details may require amended annual report (§§ 33-1085(d), 33-1091(c), 33-1243(c), (e)). |
| Delaware verified 2026-10-02 | Delaware General Corporation Law; § 141 applies to a nonprofit nonstock governing body through § 141(j); member and class seats depend on certificate/bylaws (§§ 114, 141, 215). |
Majority of memberships entitled to vote at election; with or without cause, except classified seat ordinarily cause-only and cumulative-vote protection (§ 141(j)–(k)). |
§ 141(k) gives removal vote to members entitled to elect; § 223 allows board vacancy filling but supplies no separate board-removal vote (§§ 141(k), 223). |
Certificate class election right carries class vote on removal without cause and class-elected directors first fill its vacancy (§§ 141(k), 223(a)(2)); inspect certificate for other seat designs. |
Member written consent may use meeting-equivalent total vote, subject to certificate restriction; prompt notice to nonconsenters after nonunanimous action; board action without meeting needs unanimous consent (§§ 141(f), 228(b), (e)). |
Chancery may decide contested removal; after duty-related felony conviction or loyalty judgment, corporation or derivative member may seek removal on additional statutory findings (§ 225(a), (c)). |
Written/electronic notice to corporation; effective on delivery unless later date or event stated (§ 141(b), (j)). |
Certificate/bylaws control; otherwise majority of remaining directors, even less than quorum, or sole remaining director; class-elected directors fill class seat; no-director case has member meeting/court route (§ 223(a)). |
Class-vacancy successor serves to next class election; board may prefill future resignation effective when vacancy opens; fewer than a majority of directors triggers a 10% member court-election petition (§ 223(b)–(d)). |
| District of Columbia verified 2026-10-02 | D.C. Nonprofit Corporation Act, Title 29 ch. 4; membership and nonmembership corporations; elected, appointed, designated and group seats (§§ 29-406.02–.05). |
Members may remove their elected directors with/without cause unless documents require cause; group-elected seat uses that group; general voting-group action needs more favor than oppose (§§ 29-406.08(a), 29-405.24(c)). |
Membership board cannot remove except document authority or § 29-406.08(c) grounds; nonmembership board may remove with/without cause unless documents require cause (§ 29-406.08(a)(4), (b)–(c)). |
Group vote controls its elected seat; nonmember appointer may remove its appointee; designation changed by articles/bylaws amendment (§ 29-406.08(a)(2), (d)–(e)). |
Removal purpose in member meeting notice; default member notice 10–60 days; unanimous member or director record consent when permitted (§§ 29-406.08(a)(3), 29-405.04–.05, 29-406.21). |
Superior Court may remove on fraud/gross abuse/intentional harm plus best-interests findings; board may remove for listed incapacity, felony, duty judgment, attendance, or qualification grounds (§§ 29-406.08(c), -406.09). |
Signed record notice to chair, executive officer or secretary; effective on delivery unless later time stated (§ 29-406.07). |
Remaining-board majority ordinarily fills; group has first three months for its seat; nonmember appointer alone fills its seat; board cannot fill designated seat (§ 29-406.10(a)–(b)). |
Vacancy successor generally serves unexpired term; future vacancy may be prefilled but successor waits until opening (§§ 29-406.05(c), -406.10(c)). |
| Florida verified 2026-10-02 | Florida Nonprofit Corporation Act, ch. 617; distinguish member, board, group, appointed and designated seats (§§ 617.0808–.0809) |
With or without cause, ordinarily majority of all member votes; group and cumulative-vote protections apply (§ 617.0808) |
Board-elected or board-appointed director: two-thirds of directors then in office for removal without cause, unless documents require more (§ 617.0808(1)(i)) |
Group-elected director removed only by that group; appointed vacancy reserved to appointer; board cannot fill designated vacancy (§§ 617.0808–.0809) |
Notice names each director sought to be removed; separate vote or consent for each; written member consent route uses all-votes meeting threshold (§§ 617.0808, .0701) |
Statutory court-removal route for fraud, gross abuse or intentional harm; attendance-based board removal when documents provide (§§ 617.08091, .0808) |
Written notice to board, chair, or corporation; effective on delivery unless a later date is stated (§ 617.0807) |
Ordinary vacancy: majority remaining directors, even below quorum; group gets first three months; appointer fills appointed seat (§ 617.0809) |
Prefilled successor starts when vacancy occurs; replacement serves remainder of term unless documents differ (§§ 617.0805, .0807, .0809) |
| Georgia verified 2026-10-02 | Georgia Nonprofit Corporation Code, ch. 14-3; member, class, board, appointed, and designated seats (§§ 14-3-804, 14-3-808–811) |
Members may remove their elected director with/without cause; removal votes must suffice to elect that director, subject to cumulative-vote protection and governing documents (§ 14-3-808(1)–(6)) |
Two-thirds of directors then in office may remove a board-elected director with/without cause; a board-filled member seat is removable without cause by members, not board (§ 14-3-808(8)) |
Class/unit/geographic members alone remove their elected director; appointer may remove appointed director without cause; designation changes by articles/bylaws amendment (§§ 14-3-808(2), 14-3-809) |
Member removal requires a meeting called for that purpose and purpose notice; board removal meeting requires purpose notice; board consent ordinarily requires all directors unless documents allow fewer, never below majority (§§ 14-3-808(5), 14-3-821, 14-3-822(c)) |
Superior court may remove on statutory misconduct plus corporate best interest, on corporation, 10%-class-voting-power members, or AG petition; board may remove for stated missed meetings by majority (§§ 14-3-810, 14-3-808(9)) |
Written/electronic notice to board presiding officer, secretary, CEO, or document-specified recipient; effective on delivery unless later date/event stated (§ 14-3-807) |
Members or board fill ordinary vacancy, including added seat; remaining directors below quorum may fill by their majority; only appointer fills appointed seat; designated seat follows documents; court route if memberless board wholly vacant (§ 14-3-811) |
Future vacancy may be filled early, but successor takes office only when vacancy occurs; elected replacement serves predecessor’s unexpired term (§§ 14-3-811(d), 14-3-805(c)) |
| Hawaii verified 2026-10-02 | Hawaii Nonprofit Corporations Act; member-elected, board-elected, group-elected, appointed, and designated seats (§ 414D-134). |
Without cause unless articles/bylaws vary; electing group alone; votes sufficient to elect and cumulative-vote protection (§ 414D-138(a)–(e)). |
Without cause by two-thirds of directors then in office or higher document vote; board-filled member seat removable only by members (§ 414D-138(h)). |
Electing group removes its seat; appointer may remove by written notice unless documents vary; designation changes by amendment (§§ 414D-138(b), -139). |
Member removal at purpose-called meeting; memberless board removal needs seven days’ notice or waiver; unanimous written board consent generally available (§§ 414D-138(e), -144–145). |
Corporation, 10%-class members, or public-benefit attorney general may seek court removal on statutory grounds and best interest; attendance-based board removal (§§ 414D-138(i), -140). |
Written notice to board, presiding officer, president, or secretary; effective with notice unless later date specified (§ 414D-137). |
Members or board fill ordinary/new seats; below-quorum directors by majority remaining; appointer fills appointed seat; designated seat follows documents (§ 414D-141). |
Future vacancy may be prefilled but successor waits; member-seat replacement to next member election, other replacement to unexpired term; annual report lists directors (§§ 414D-135(c), -141(d), -308). |
| Idaho verified 2026-10-02 | Idaho Nonprofit Corporation Act; member-elected, board-elected, group-elected, appointed, and designated seats (§ 30-30-604). |
Members may remove without cause; removal votes sufficient to elect the seat, subject to cumulative-vote protection; group electors act alone (§ 30-30-608(1)–(5)). |
Two-thirds of directors then in office or higher articles/bylaws vote; members alone remove board-filled member seat (§ 30-30-608(8)). |
Electing group removes its seat; appointer may remove by written notice unless documents vary; designation changes by amendment (§§ 30-30-608(2), 30-30-609). |
Member removal at purpose-called meeting; memberless board removal needs seven days' written vote notice or waiver; unanimous board consent generally available (§§ 30-30-608(5), 30-30-613–615). |
Board majority may remove for missed meetings if documents preauthorize it at term start; religious-corporation documents may vary removal (§ 30-30-608(9)–(10)). |
Written notice to board, presiding officer, president, or secretary; effective with notice unless future date specified (§ 30-30-607). |
Members or board may fill ordinary/new seat; below-quorum directors by majority of those remaining; appointer fills appointed seat; designated seat follows documents (§ 30-30-610). |
Future vacancy may be prefilled but successor waits; member-seat replacement to next member election, others to unexpired term; annual report names at least one director/trustee (§§ 30-30-605(3), 30-30-610(4), 30-21-102(19), 30-21-213). |
| Illinois verified 2026-10-02 | General Not For Profit Corporation Act of 1986, art. 8; distinguish voting-member, nonvoting-member, class-elected and appointed seats (§§ 108.10, 108.35) |
With or without cause; two-thirds of votes present and voted; named-director notice and cumulative-vote protection (§ 108.35(a), (c)) |
Where no members vote for directors, majority of directors then in office present and voting at quorate meeting (§ 108.35(b)) |
Class-elected director removed only by electing class; reducing appointed seat needs selector's approval (§§ 108.35(c)(4), 108.10(d)) |
Member removal meeting: 20–60 days' notice naming target; board special removal: 20-day notice; member ballot open 20 days or all-member consent (§§ 107.15, 108.25, 107.10) |
Corporation or 10% voting members of any class may seek Circuit Court removal for statutory misconduct plus best interest (§ 108.35(d)) |
Written notice to board, chair, president or secretary; effective on delivery unless future date stated (§ 108.10(g)) |
Board fills any vacancy or increased seat unless articles/bylaws choose another method; documents can reserve class or appointer (§ 108.30) |
Replacement ordinarily serves predecessor's unexpired term; a prefilled future-resignation seat starts when resignation takes effect (§§ 108.30, 108.10(g)) |
| Indiana verified 2026-10-02 | Indiana Nonprofit Corporation Act, IC 23-17; member, board, group, appointed, designated, and religious seats (§§ 23-17-12-4, -8–12) |
Members remove with/without cause unless articles vary; removal votes must suffice to elect, subject to cumulative-voting protection; purpose-called meeting only (§ 23-17-12-8) |
Board removes its elected director with/without cause by majority of directors then in office unless documents require more; board-filled member seat removable without cause by members, not board (§ 23-17-12-9) |
Electing class/chapter/region/group alone removes its director unless articles vary; appointer ordinarily removes by written notice; designated director removed by changing designation (§§ 23-17-12-8(b), -12) |
Member removal only at purpose-called meeting with removal in notice; special board meeting normally ≥2 days’ notice; eligible board action may use all-director written consent (§§ 23-17-12-8(e), 23-17-15-2–3) |
Corporation or ≥10% of members of director-voting class may petition circuit/superior court on specified misconduct or final-duty judgment plus best interest; board may use prewritten grounds; religious documents may vary (§§ 23-17-12-10–13) |
Written notice to board, presiding officer, president, or secretary; effective under notice rule unless later date; properly addressed notice generally effective on receipt or specified mailing trigger (§§ 23-17-12-7, 23-17-28-5) |
Members or board fill ordinary/increased seat; class members vote on their seat if members fill; below-quorum directors act by remaining-director majority; appointer/designation rules reserved (§ 23-17-12-14) |
Future vacancy may be filled early but successor starts when it occurs; member-seat replacement to next member election, other replacement for unexpired term unless documents vary (§§ 23-17-12-5, -14(d)) |
| Iowa verified 2026-10-02 | Revised Iowa Nonprofit Corporation Act, chapter 504; member-elected, board-elected, appointed, designated, and group-elected seats (§ 504.804). |
Members may remove their elected director without cause by votes sufficient to elect the seat; cumulative-vote protection applies; documents may vary the statute (§ 504.808(1)–(4), (10)). |
Board-elected director: two-thirds of directors then in office, or higher document threshold. Members, not board, remove a board-filled member seat; documents can vary procedures (§ 504.808(8), (10)). |
Electing class, chapter, unit, or region alone removes its director; appointer removes appointed director by written notice; change a designated seat through articles/bylaws (§§ 504.808(2), 504.809). |
Member removal requires purpose-called meeting with removal in notice. In memberless corporation, board meeting removal needs seven days’ written vote notice or waiver; unanimous board written consent is available unless documents require a meeting (§§ 504.808(5), 504.822, 504.823(3)). |
Member/director derivative suit: specified misconduct plus court finding removal best serves corporation after alternatives; attendance removal by board majority if documents preauthorize; religious corporation can limit court rule (§§ 504.808(9), 504.810). |
Written notice to board, presiding officer, president, or secretary; effective with notice unless later date specified (§ 504.807). |
Members or board fill ordinary or added seat; below-quorum directors by majority of those remaining. Only electing group votes if members fill its seat; appointer fills appointed seat; designated seat follows documents, then board if silent (§ 504.811(1)–(3)). |
Prefill future vacancy, but successor waits to serve; member-elected vacancy term to next member election, other vacancy to unexpired term. Biennial report names one director; odd-year Jan. 1–Apr. 1 window (§§ 504.805(3), 504.811(4), 504.1613). |
| Kansas verified 2026-10-02 | Kansas General Corporation Code; § 17-6301 applies board/removal rules to nonprofit nonstock governing body and members; § 17-6505 supplies nonstock member elections and voting. |
Majority of memberships entitled to elect; with/without cause, but classified board cause-only absent article override; cumulative-vote partial-removal protection (§ 17-6301(j)–(k)). |
§ 17-6301(k) gives removal vote to electing members; it states no separate ordinary board-removal vote. Board may fill seats under § 17-6513. |
Separate class/series electorate controls no-cause removal of its director; remaining same-class elected directors may fill its vacancy. No distinct appointed/designated-seat removal procedure in § 17-6301(k); consult articles (§§ 17-6301(j)–(k), 17-6513(a)). |
Proper notice for nonstock member meeting; § 17-6505 disapplies stock § 17-6501(d) notice rule. Member consent at all-members-present vote threshold unless articles vary; board consent unanimous unless restricted (§§ 17-6505(a), (c), 17-6518(b), 17-6301(f)). |
Corporation may seek district-court removal after duty-related felony or loyalty-breach judgment, lack of good faith and irreparable-harm necessity; court can decide contested office; members can compel overdue election (§§ 17-6515(a), (c), 17-6505(d)). |
Written/electronic notice to corporation; effective on delivery unless later date/event; failed-reelection-conditioned resignation may be irrevocable (§ 17-6301(b), (j)). |
Default majority of directors then in office even below quorum, or sole remaining; same-class directors for class seat; if no directors, receiver/officer/member may call election or seek court order; 10% electorate can seek election when board filler minority (§ 17-6513(a), (c)). |
Future-effective vacancy can be filled by serving directors, including resigners, with vote taking effect on vacancy; classified replacement to next class election. Biennial nonprofit report names governing-body members and is due June 15 in formation-year parity (§§ 17-6513(b), (d), 17-7504(a)–(c)). |
| Kentucky verified 2026-10-02 | KRS 273.161–.390; articles/bylaws set post-first-board election or appointment and may create classes (§ 273.211(2)–(3)). |
Removal procedure, including member role and vote, comes from articles/bylaws (§ 273.211(4)). |
Removal procedure, including board role and vote, comes from articles/bylaws (§ 273.211(4)). |
Articles/bylaws may set election or appointment and director classes; removal follows their procedure (§ 273.211(2)–(4)). |
If members meet specially, default purpose notice 10–35 days; unanimous written member consent or all-director written board consent (§§ 273.197, 273.377, 273.375). |
For ordinary director removal, § 273.211(4) directs the procedure to the articles/bylaws. |
For a vacant seat, apply § 273.213; check governing documents for resignation delivery and timing. |
Default: majority of remaining directors, even below quorum; articles/bylaws may assign another method, including for added seats (§ 273.213(1)). |
Replacement serves predecessor's unexpired term; annual report includes each director's name/business address (§§ 273.213(2), 273.3671, 14A.6-010(1)(d)). |
| Louisiana verified 2026-10-02 | Nonprofit Corporation Law; members ordinarily elect after the first board; articles may prescribe another method or class seats (§ 12:224(C), (F)). |
Special meeting; majority in interest of ALL voting members; cumulative-vote protection (§ 12:224(E)(4)). |
Members' § 12:224(E)(4) vote reaches any director; board may declare a seat vacant on listed incapacity, bankruptcy, qualification, or acceptance grounds (§ 12:224(E)(2)). |
Electing class/series votes on removal and successor; articles may set another election method (§ 12:224(C), (E)(4), (F)). |
Removal at purpose-called special meeting; default 10–60-day written member notice; unanimous member consent or unanimous written board consent (§§ 12:224(E)(4), (E)(9), :230(A), :233). |
On suit of 5+ voting members, court may remove for fraud, dishonesty, or gross abuse; articles/bylaws may vary (§ 12:224(H)). |
Resignation makes office vacant under the statutory default (§ 12:224(E)(1)). |
Remaining directors, even below quorum, fill by majority; members can act first at purpose-called meeting; electing class/series chooses removed seat's successor (§ 12:224(E)(3)–(4)). |
Replacement serves unexpired term; annual report lists directors, addresses, and term expirations (§§ 12:224(E)(3)–(4), :205.1(A)(3)). |
| Maine verified 2026-10-02 | Maine Nonprofit Corporation Act; articles/bylaws set director election/appointment, term, and classes (§ 702). |
With/without cause; two-thirds of members entitled to vote for directors, or electing class; articles may lower but not below majority voting (§ 704(1)–(3)). |
No separate direct board-removal vote in §§ 704–704-A; corporation may petition court after two-thirds of directors then in office resolve (§ 704-A(2)(A)). |
Electing member class alone votes on its director; articles/bylaws set other election or appointment manner (§§ 702(2), 704(3)). |
Special member meeting expressly called for removal; successor may be elected then without separate election notice; unanimous written board consent generally available (§§ 704(1), (4), 707). |
Superior Court may remove for listed misconduct/duty breach plus best interest; corporation, qualifying members, or public-benefit AG may petition (§ 704-A). |
Chapter 7 gives no director-specific resignation notice or effective-time procedure; consult articles/bylaws and vacancy rule (§§ 702–703). |
Majority of remaining directors may fill ordinary or added seat despite lack of quorum unless articles/bylaws give another method (§ 703(1)). |
Vacancy replacement serves unexpired term; added seat filled by board normally to next election; director holds until successor qualifies; annual report names directors (§§ 702(3), 703(2)–(3), 1301(1)(C)). |
| Massachusetts verified 2026-10-02 | Ch. 180 nonprofit; bylaw director-selection/removal rules and article/bylaw member-class rights; substitute board of officers possible (ch. 180, §§ 3, 6A) |
Check lawful bylaw removal method and member-class voting rights; ch. 180 § 6A assigns method to bylaws rather than a fixed ordinary cause/vote formula (§§ 3, 6A) |
Board removal authority depends on bylaws; if authorized, incorporated board rule is majority present with majority-in-office quorum unless greater rule applies (ch. 180, §§ 6A, 10C; ch. 156B, § 57) |
Articles/bylaws define member-class election/appointment and voting rights; bylaws may set director selection/removal and substitute board form (ch. 180, §§ 3, 6A) |
Bylaws set member meeting procedure; special board meeting needs notice, purpose if bylaws require; unanimous written member or director consent where action authorized (ch. 180, §§ 6A, 10C; ch. 156B, §§ 43, 56, 58–59) |
On eligible member application when officers cannot/will not call special meeting, SJC or Superior Court may authorize members to call it; removal follows bylaws (ch. 180, § 6A) |
Director tenure is set by bylaws under ch. 180, § 6A; check governing documents for resignation delivery and effective time |
Director selection method belongs in bylaws; follow applicable class rights in articles/bylaws; when board is authorized to act, incorporated quorum/vote rule applies (ch. 180, §§ 3, 6A, 10C; ch. 156B, § 57) |
Bylaws set tenure/selection; after change in substitute board with director powers and named officers, corporation may file Secretary certificate (ch. 180, §§ 6A, 6D) |
| Michigan verified 2026-10-02 | Michigan Nonprofit Corporation Act, Act 162 of 1982; membership and directorship corporations, class-elected and document-appointed seats (MCL 450.2505–.2515a) |
Membership corporation: majority of all members entitled to vote in director election; with/without cause unless articles require cause; articles may raise no-cause vote (MCL 450.2511(1)) |
Directorship corporation: board removes with cause by majority of directors then in office; external selector may remove own appointee/electee with/without cause if documents authorize (MCL 450.2511(2)) |
Class-elected director removed by voting class, with cumulative-vote protection; directorship appointment/removal terms come from articles/bylaws and authorized selector (MCL 450.2505(3), .2506(2), .2511(2)–(4)) |
Member meeting notice states purposes, generally 10–60 days; articles may allow written consent, and approved documents may allow member ballot; board consent requires all directors unless prohibited (MCL 450.2404, .2407–.2408, .2525) |
Circuit court may remove for fraudulent, illegal, dishonest, or grossly abusive conduct plus best interest, on corporation or 10%-member suit; court may bar service (MCL 450.2514) |
Director resigns by written notice to corporation; effective on receipt or stated later time (MCL 450.2505(4)) |
Members or board fill ordinary seat, including added seat; below-quorum directors act by majority remaining; class seat filled by class-elected directors or class members; no-director member meeting caller listed (MCL 450.2515a(1)–(4)) |
Future vacancy may be prefilled but successor waits until occurrence; classified-board replacement serves until next election of that class, subject to documents (MCL 450.2515a(3), (5)) |
| Minnesota verified 2026-10-02 | Chapter 317A; election or appointment under articles/bylaws; ex officio and group-elected seats (§§ 317A.205, .223, .227). |
Eligible electing members may remove with or without cause; default majority of voting members present, also majority of required quorum (§§ 317A.223, .443). |
Without voting members, electing directors remove with or without cause; ordinary board majority-present vote; recent vacancy appointee has special majority-remaining-present route (§§ 317A.223, .237). |
Eligible electing members control group removal; appointer may remove without cause by written notice; ex officio seat follows position (§§ 317A.205, .223, .225). |
Member action may use ordinary meeting, unanimous action, or authorized ballot; board written action needs all directors unless articles allow meeting-equivalent vote (§§ 317A.443, .447, .239). |
Special board removal of a recently board-filled seat before members elect directors; articles/bylaws may set another method (§ 317A.223). |
Written notice to corporation; effective when given unless later time stated; future vacancy may be filled early (§ 317A.221). |
Voting members or remaining board, even below quorum; electing group alone votes for group seat; appointer alone fills appointed seat (§ 317A.227). |
Prefilled successor cannot start before vacancy; replacement ordinarily serves unexpired term (§§ 317A.207, .227). |
| Mississippi verified 2026-10-02 | Mississippi Nonprofit Corporation Act, § 79-11-101 et seq.; member-elected, board-elected, appointed, designated and group-elected seats (§ 79-11-237). |
Without cause; electing group alone acts; votes sufficient to elect director, subject to cumulative-vote protection (§ 79-11-245(1)–(5)). |
Without cause by two-thirds of directors then in office, or greater article/bylaw vote (§ 79-11-245(8)). |
Electing class/chapter/unit/region alone removes its seat; appointer removes without cause by written notice unless documents vary; designated seat changes via articles/bylaws (§§ 79-11-245(2), 79-11-247). |
Member-elected removal requires purpose-called meeting and stated notice; board action may use unanimous written consent unless documents vary; special board meeting default ≥2 days’ notice (§§ 79-11-245(5), 79-11-257, 79-11-259). |
Corporation or members with ≥10% of class voting power may seek chancery-court removal for stated misconduct plus best interest; board may remove for preauthorized absences by majority then in office; religious exception (§§ 79-11-245(9), 79-11-249, 79-11-403). |
Written notice to board, presiding officer, president, or secretary; effective with notice unless later date specified (§ 79-11-243). |
Members or board fill ordinary/new seat; below-quorum directors by majority remaining. Appointer exclusively fills appointed seat; designated seat follows documents and board cannot fill if silent (§ 79-11-251(1)–(3)). |
Future vacancy may be prefilled but successor waits; member-elected vacancy term to next member election, other vacancy to unexpired term. No immediate director-change filing appears in these provisions (§§ 79-11-239(3), 79-11-251(4)). |
| Missouri verified 2026-10-02 | Chapter 355; member-, group-, and board-elected, appointed, or designated seats (§ 355.326). |
Members may remove without cause; votes sufficient to elect; cumulative-vote protection (§ 355.346(1)–(4)). |
Without cause: two-thirds of directors in office, or higher document vote; members control a board-filled member seat (§ 355.346(8)). |
Electing group alone removes its director; appointer may remove without cause by written notice; designation changes by amendment (§§ 355.346(2), 355.351). |
Member removal only at purpose-called meeting with notice; board may act by unanimous written consent unless documents vary (§§ 355.346(5), 355.381). |
Circuit court: specified misconduct or final duty judgment plus best interest; corporation, 10% class voting power, or public-benefit AG may petition (§ 355.356). |
Written notice to board, presiding officer, president, or secretary; effective on delivery unless later date or documents vary (§ 355.341). |
Members or board fill ordinary or added seats; remaining directors may act below quorum; appointer and designation rules govern special seats (§ 355.361). |
Prefilled successor starts when vacancy occurs; member-seat replacement to next member election, others through unexpired term (§§ 355.331(3), 355.361(4)). |
| Montana verified 2026-10-02 | Montana Nonprofit Corporation Act; member-elected, board-elected, group-elected, appointed, and designated seats (§ 35-2-417). |
Without cause by members at purpose-called meeting; electing group alone; votes sufficient to elect and cumulative-vote protection (§ 35-2-421(1)–(5)). |
Without cause by two-thirds of directors then in office or higher document vote; members remove board-filled member seat (§ 35-2-421(8)). |
Electing group removes its seat; appointer may remove by written notice unless documents vary; designation changed by amendment (§§ 35-2-421(2), 35-2-422). |
Member removal at purpose-called meeting; memberless board removal needs seven days’ written vote notice or waiver; unanimous board consent generally available (§§ 35-2-421(5), 35-2-428–429). |
Corporation, 10%-class members, or public-benefit AG may seek court removal on statutory grounds plus best interest; attendance and religious exceptions (§§ 35-2-421(9)–(10), 35-2-423). |
Written notice to board/officer; effective with notice unless later date, subject to five-business-day written rescission if documents permit (§ 35-2-420). |
Members or board fill ordinary/new seat; below-quorum directors by majority remaining; appointer fills appointed seat; designated seat follows documents (§ 35-2-424). |
Future vacancy may be prefilled but successor waits; member-seat replacement to next member election, other replacement to unexpired term; annual report lists directors (§§ 35-2-419(3), 35-2-424(4), 35-2-904). |
| Nebraska verified 2026-10-02 | Nebraska Nonprofit Corporation Act; member-elected, board-elected, appointed, designated, and group-elected seats (§ 21-1971). |
Without cause by members; electing group alone; votes sufficient to elect seat and cumulative-vote protection; purpose-called meeting (§ 21-1975(a)–(e)). |
Without cause by two-thirds of directors then in office or greater document vote; board-filled member seat removable by members, not board (§ 21-1975(h)). |
Group removes its elected seat; appointer removes appointee without cause by written notice unless documents vary; designation removed by document amendment (§§ 21-1975(b), 21-1976). |
Member removal purpose-called meeting/notice; memberless board-meeting removal needs seven days’ written vote notice or waiver; unanimous written board consent generally available unless documents vary (§§ 21-1975(e), 21-1981, 21-1982(c)). |
Corporation, 10%-class members, or public-benefit AG may seek judicial removal on stated grounds plus best interest; preauthorized attendance removal by board majority; religious exception (§§ 21-1975(i)–(j), 21-1977). |
Written notice to board, presiding officer, president, or secretary; effective with notice unless later date specified (§ 21-1974). |
Members or board fill ordinary/new seat, below-quorum directors by majority remaining; group-only member vote; appointer exclusively fills appointed seat; designated seat follows documents and board cannot fill if silent (§ 21-1978(a)–(c)). |
Future vacancy may be prefilled but successor waits; member-elected vacancy term to next member election, other replacement to unexpired term; biennial report lists directors and is due April 1 odd years (§§ 21-1972(c), 21-1978(d), 21-19,172). |
| Nevada verified 2026-10-02 | NRS chapter 82; directors can be chosen by members, delegates, specified persons/public officials, or the board; classes and geographic seats allowed (NRS 82.196, 82.286). |
At least majority of all voting power entitled to elect director or relevant delegates; cumulative-vote safeguard; articles/bylaws may demand higher percentage (NRS 82.296(1)). |
If no members elect directors/delegates, majority of directors entitled to vote for removed seat may remove it (NRS 82.296(2)). |
Articles/bylaws may create class/geographic seats; appointer named there, including public official, removes appointee with/without cause by written notice unless documents vary rule (NRS 82.196, 82.286(2), 82.296(3)). |
Member written consent at requisite voting power unless documents vary; written ballot if allowed; special-meeting purpose notice normally 10–60 days; board written consent by majority or required different proportion (NRS 82.271, 82.276, 82.326, 82.336). |
Court may order overdue director election on qualifying member petition; provisional director for board deadlock on director or one-third-member application, removable by court, one-third members, or board majority (NRS 82.306, 82.311). |
Statute recognizes notice to board of a future-effective resignation; board may arrange successor to take office when it becomes effective (NRS 82.296(5)). |
Appointer may fill vacancy of its appointee; otherwise remaining directors may fill all vacancies, including new seats, by majority even below quorum, unless documents vary rule (NRS 82.296(3)–(4)). |
Future-resignation replacement starts when resignation takes effect and serves remaining term; annual list includes all directors and addresses; separate resignation filing carries fee if absent from annual or amended list (NRS 82.296(5), 82.193(3), 78.150(1)–(2), (6)). |
| New Hampshire verified 2026-10-02 | RSA chapter 292 voluntary corporations; articles/bylaws determine member classes and votes; management bylaws regulate affairs (§§ 292:6, 292:6-b). |
Articles/bylaws specify members' voting rights; each voting member has at most one vote (§§ 292:6, 292:6-b(III)–(IV)). |
Management bylaws may regulate the board's affairs, subject to the articles and state law (§ 292:6). |
Articles may create member classes or authorize bylaw classes; voting rights come from articles/bylaws (§ 292:6-b(I), (III)). |
Bylaws may regulate management; memberless approval defaults to board where member approval otherwise applies (§§ 292:6, 292:6-b(II)). |
Charitable nonprofit boards have five-voting-member and chair restrictions, subject to stated exceptions/waiver (§ 292:6-a). |
Management bylaws may regulate resignation procedures, subject to articles and state law (§ 292:6). |
Management bylaws may regulate vacancy filling; member voting rights depend on articles/bylaws (§§ 292:6, 292:6-b(III)). |
Management bylaws may regulate terms; five-year charter renewal lists directors or governing board (§§ 292:6, 292:25(I)). |
| New Jersey verified 2026-10-02 | New Jersey Nonprofit Corporation Act, Title 15A; member-elected, board-elected, class-elected, and document-selected trustees (§§ 15A:6-3–6) |
For cause by majority of votes cast by electing members; without cause only if certificate/bylaws authorize; cumulative-vote and class protections (§ 15A:6-6(a), (c)) |
Board may remove one or more, but not all, board-elected trustees for cause by majority of all trustees; documents may allow board for-cause removal of member-elected trustee (§ 15A:6-6(a)–(b)) |
Class-elected trustee removable only by that class; other selection and terms may be set in certificate/bylaws, which also may vary vacancy filler (§§ 15A:6-3(b), 15A:6-4(b), 15A:6-5(a), 15A:6-6(c)(2)) |
Member meeting purpose notice ordinarily 10–60 days; member written consent available, with advance notice/10-day wait for partial consent; board consent generally all trustees (§§ 15A:5-4, 15A:5-6, 15A:6-7(c)) |
Superior Court may review for-cause removal or suspension; board may suspend member-elected trustee pending cause determination if documents authorize (§ 15A:6-6(a), (d)) |
Written notice to corporation; effective when received or at a later time specified in notice (§ 15A:6-3(d)) |
Majority of remaining trustees, even below quorum, or sole trustee fills ordinary vacancy unless documents vary; added seat requires member or authorized board election; all-vacant member meeting may be called by member or deceased member’s executor/administrator (§ 15A:6-5) |
Board-filled vacancy serves until next annual/biennial meeting and successor qualifies; future-resignation filler’s vote takes effect when resignation does (§ 15A:6-5(a)–(c)) |
| New Mexico verified 2026-10-02 | New Mexico Nonprofit Corporation Act, Chapter 53, Article 8; articles/bylaws set election or appointment after first board and may classify directors (§ 53-8-18(B)–(C)). |
No fixed member removal cause or vote in § 53-8-18(D); follow removal procedure in articles/bylaws. Member voting defaults apply if those documents call for a member vote (§§ 53-8-15–16). |
No separate statutory board-removal threshold in § 53-8-18(D); follow articles/bylaws; board quorum/vote defaults in § 53-8-20. |
Articles/bylaws may appoint directors or divide them into classes; removal follows document procedure (§ 53-8-18(B)–(D)). |
Default member meeting notice 10–50 days, special purpose stated, unless documents vary; unanimous written member/director consent available; board meeting notice follows bylaws (§§ 53-8-14, -22, -97). |
Section 53-8-18(D) assigns removal procedure to articles/bylaws; court may order overdue member annual meeting, and board committees cannot remove a director (§§ 53-8-13(B), -21). |
Section 53-8-18(D) points to governing documents for removal; § 53-8-19 recognizes a vacancy. Check articles/bylaws for resignation delivery and effective date. |
Default majority of remaining directors even below quorum for ordinary or added seat, unless articles/bylaws choose another method; new seat filled by board may run only until next director election (§ 53-8-19(A), (C)). |
Replacement for a vacancy serves predecessor’s unexpired term; annual report lists every director; supplemental report within 30 days after director name/address or term-expiration change after annual report (§§ 53-8-19(B), 53-8-82(A)(4), 53-8-83(B)(3)). |
| New York verified 2026-10-02 | Not-for-Profit Corporation Law art. 7; at-large, district, membership-section, office-based and bondholder seats (§ 703(a)) |
Members may remove for cause; without cause only if certificate or bylaws permit; ordinarily majority of votes cast (§§ 706(a)–(c), 613(b)) |
Board may remove a director for cause with at least a majority quorum present; ordinary board vote is majority present (§§ 706(a), 708(d)) |
Class, group, or bondholder-elected director removed only by that electorate; office-based and district seats follow their governing appointment terms (§§ 703(a), 706(c)(2)) |
Special member-meeting notice states purpose; board special meeting requires notice; written/electronic action requires unanimous member or board consent (§§ 605(a), 711(a), 614(a), 708(b)) |
Attorney general or 10% of members may seek court removal for cause; court may bar reelection (§ 706(d)) |
For an at-large seat, § 705(a) covers vacancies for any reason; consult certificate and bylaws for resignation delivery and timing (§§ 703(b), 705(a)) |
At-large: majority of directors then in office unless members reserved power; district, section, bondholder electorate fills its seat, subject to six-month quorum exception (§ 705(a)–(b)) |
Replacement serves unexpired term or board-set term ending at annual meeting, subject to documents; holds until successor qualifies (§§ 705(c), 703(c)) |
| North Carolina verified 2026-10-02 | North Carolina Nonprofit Corporation Act, ch. 55A; member/class, board, appointed, and designated seats (§§ 55A-8-04, 55A-8-08–11) |
Members may remove their elected director with/without cause unless articles require cause; votes cast must suffice to elect, with cumulative-vote protection (§ 55A-8-08(a)–(f)) |
Majority of directors then in office, or greater document threshold, may remove board-elected director; board-filled member seat is removable by members, not board (§ 55A-8-08(h), (k)) |
Electing class/unit/geographic group alone removes its director; appointer removes appointed director with/without cause by written notice; amend articles/bylaws to remove designation (§§ 55A-8-08(b), 55A-8-09) |
Member removal requires purpose-called meeting and purpose notice; special board meeting usually requires 5 days’ notice; board consent without meeting requires all directors unless documents disallow (§§ 55A-8-08(e), 55A-8-22(b), 55A-8-21) |
Superior court may remove on misconduct plus best interest after corporation or 10%-of-class member suit; articles may set broader removal procedures; documents may authorize attendance-triggered or automatic removal (§§ 55A-8-10, 55A-8-08(i)–(k), 55A-8-09(c)) |
Communicate resignation to board, its presiding officer, or corporation; effective on communication unless later date or event specified (§ 55A-8-07) |
Members, board, or below-quorum remaining directors (including sole director) fill ordinary seat; only appointer fills appointed seat, and designation controls designated seat (§ 55A-8-11) |
Prefilled successor starts only when future vacancy occurs; member-elected seat replacement serves until next member director election, other replacements serve unexpired term (§§ 55A-8-11(d), 55A-8-05(c)) |
| North Dakota verified 2026-10-02 | Chapter 10-33; individual directors may be elected or appointed, including ex officio seats; board ordinarily has at least three (§§ 10-33-27–30). |
Eligible electing members may remove elected director with/without cause; general member action uses greater of majority present or majority of minimum quorum power (§§ 10-33-36(2), -72). |
Board may remove its vacancy appointee before next member election by majority of remaining directors present; without voting members, electing directors remove (§ 10-33-36(2)). |
Class/group vacancy filled only by that group; appointed director removable without cause by appointer with written notices, and only appointer fills vacancy (§§ 10-33-36(3), -38(2)–(3)). |
Member notice generally 5–50 days; unanimous written member consent or articles-authorized lesser consent and ballots; board written action unanimous unless articles permit lesser vote (§§ 10-33-39, -43, -68, -73–74). |
District court may remove on listed misconduct, financially interested-board, or § 10-33-45 judgment grounds; corporation, qualifying members, or AG may petition (§ 10-33-37). |
Written notice to corporation; effective when given without acceptance unless later time stated; board may prefill future vacancy (§ 10-33-35). |
Members or remaining board may fill ordinary/added seat even below quorum; class voters fill class seat; appointer alone fills appointed seat; documents may vary (§ 10-33-38). |
Replacement generally serves unexpired term; future vacancy successor waits until opening (§§ 10-33-30(1)(d), -38(4)). |
| Ohio verified 2026-10-02 | Ohio Nonprofit Corporation Law, ch. 1702; articles/regulations control removal and may create ex officio seats (§§ 1702.27, 1702.29) |
Follow articles/regulations removal procedure; when member vote applies, ordinary action is majority of voting members present at quorum unless documents/law vary (§§ 1702.29(B), 1702.22) |
Articles/regulations set director-removal procedure; ordinary board action at quorum is majority present (§§ 1702.29(B), 1702.32) |
Articles/regulations determine removal method and may designate ex officio directors; check seat-specific documents (§§ 1702.27(A)(4), 1702.29(B)) |
Special member notice states purpose; board notice ordinarily at least 2 days; written unanimous consent unless articles/regulations permit member variation (§§ 1702.18, 1702.31, 1702.25) |
Court may appoint a provisional director on one-fourth director or voting-member complaint if documents authorize; court or majority voting power may remove that appointee (§ 1702.521) |
Resignation creates vacancy and takes effect immediately or at time director specifies (§ 1702.29(A)) |
Remaining directors may fill by majority of their number, even below authorized-board majority, unless articles/regulations vary (§§ 1702.29(C), 1702.32) |
Board-filled vacancy lasts unexpired term; increased or unfilled member-elected seat counts as vacancy (§ 1702.29(C)) |
| Oklahoma verified 2026-10-06 | General Corporation Act; § 1027(G) applies board rules to nonstock governing bodies and translates stock/shareholder terms to nonprofit memberships/members. |
Majority of memberships then entitled to vote in director election; with/without cause, but classified body cause-only unless certificate varies; cumulative protection conditional (§ 1027(H), (G)). |
Section 1027(H) gives ordinary removal to voting members; board selection alone does not create a separate removal vote there. Governing documents may vary nonstock management (§ 1027(G)). |
Certificate-created separate membership class electing seat votes separately for no-cause removal; class-elected remaining directors fill class vacancy; other appointment/designation depends on documents (§§ 1027(H)(2), 1068(A)(1)(b)). |
Special-meeting purpose in notice; ordinary written notice 10–60 days. Members may use § 1073(B) consent unless certificate bars it; prompt nonconsenter notice under current § 1073(E). |
Corporation or derivative member may seek court removal after duty-related felony conviction or prior loyalty-breach judgment, plus court findings of bad faith and irreparable-harm need; contested-office ruling separately available (§ 1070(A), (C)). |
Written/electronic notice to corporation; effective on delivery or stated later/event date; failed-reelection resignation may be irrevocable (§ 1027(B)). |
Default remaining-director majority even below quorum or sole remaining director; separately elected class directors fill their seat; if no directors, officer/member/fiduciary may call election or seek court decree (§ 1068(A)). |
Future resignation vacancy may be prefilled, vote effective with resignation; classified-seat replacement until next class election and successor qualification; § 1068 sets no separate vacancy filing (§ 1068(B), (D)). |
| Oregon verified 2026-10-02 | ORS chapter 65; member-elected, board-elected, appointed, designated, and group-elected seats (§ 65.311). |
With/without cause unless articles require cause; special meeting; majority votes cast; group-only electorate (§ 65.324(1)–(2)). |
Board majority THEN IN OFFICE, or higher document vote; cause only if articles/bylaws require it; board-filled member seat removable by either body (§ 65.324(4)). |
Group removes own elected director; appointer or board removes appointed director; designated seat removed by amending designation (§§ 65.324(1)(b), 65.331). |
Member removal: purpose-stated special meeting; board: unanimous written consent, or electronic majority after ≥48-hour voting window (§§ 65.324(2), 65.341, 65.343). |
Court may remove on corporation, 10% class-member, or public-benefit AG petition for specified conduct plus best interest; attendance/document and religious routes (§§ 65.327, 65.324(5)–(6)). |
Written notice to board, presiding officer, president, or secretary; notice-effective time unless later date; irrevocable absent board permission (§ 65.321). |
Ordinary seat: members or board, even remaining directors below quorum; appointer exclusively fills appointed seat; designated seat follows documents (§ 65.334(1)–(3)). |
Elected-seat vacancy to next election; other vacancy to unexpired term; future vacancy may be prefilled but service waits; annual report lists president/secretary (§§ 65.314(3), 65.334(4), 65.787(1)(e)). |
| Pennsylvania verified 2026-10-02 | Pennsylvania Nonprofit Corporation Law, 15 Pa.C.S. ch. 57; member-elected default, other selectors by member-adopted bylaw (§ 5725(a)–(b)) |
Members or electing class may remove without cause by majority of votes cast unless member-adopted bylaw changes rule; cumulative-vote shield (§§ 5726(a), 5757(a)) |
Board may declare seat vacant for listed incapacity, conviction, bylaw cause, or failure to accept; member-adopted bylaw may vary (§ 5726(b)) |
Member-adopted bylaw may set class, appointing person, or other selection method; electing class controls its removal vote (§§ 5725(b), 5726(a)) |
Removal meeting ordinarily needs 5-day notice; special member notice states business; member consent unanimous unless bylaws allow partial; board consent unanimous (§§ 5703–5704, 5727(b), 5766) |
Any member or director may petition court for fraud, dishonesty, gross abuse, or other proper cause; board has listed vacancy-declaration grounds (§ 5726(b)–(c)) |
Notice in record form to corporation; effective on receipt unless later/event time stated or board acceptance made a condition (§ 5724(b)) |
Remaining-board majority, even below quorum, or sole director; bylaws may change; if all membership-board seats vacant, member meeting can be called (§ 5725(c), (c.1)) |
Ordinarily unexpired term; classified seat until next class election; future resignation may be prefilled, with vote effective on vacancy (§§ 5725(c), 5724(a)) |
| Rhode Island verified 2026-10-02 | Rhode Island Nonprofit Corporation Act; director election/appointment and term come from articles/bylaws; officer ex officio seats possible (§§ 7-6-23, 7-6-28(b)). |
Member-approved articles/bylaws procedure controls cause and vote; no universal threshold in § 7-6-23(d); general member voting rules in §§ 7-6-20–21. |
Same member-approved document procedure governs; no separate board-elected removal vote stated (§ 7-6-23(d)). |
Articles/bylaws set director election/appointment and member-class voting rights; no separate class/appointer removal threshold (§§ 7-6-20(a), 7-6-23(b), (d)). |
Special member meeting notice generally 10–60 days with purpose; unanimous signed member or board consent available; removal must follow approved procedure (§§ 7-6-19, 7-6-23(d), 7-6-104). |
A board committee cannot remove a director; § 7-6-23(d) supplies the chapter's general removal route (§ 7-6-26(a)(2)). |
Check the management bylaws for the resignation procedure; § 7-6-24 governs filling a resulting vacancy (§§ 7-6-16, 7-6-24). |
Majority of remaining directors fills ordinary or added seat unless articles/bylaws specify another method (§ 7-6-24(a)). |
Vacancy replacement serves unexpired term; added seat filled by board to next election; annual report names directors, filed February 1–May 1 (§§ 7-6-24(b)–(c), 7-6-90(a)(5), 7-6-91(a)). |
| South Carolina verified 2026-10-02 | Nonprofit Corporation Act, ch. 31; member-, group-, board-elected, appointed, and designated seats (§ 33-31-804). |
Without cause by votes sufficient to elect; cumulative-vote protection; electing group votes (§ 33-31-808(a)–(d)). |
Without cause: two-thirds of directors in office or greater document vote; members control board-filled member seat (§ 33-31-808(h)). |
Electing group alone removes; appointer may remove by notice; designated seat removed by document amendment (§§ 33-31-808(b), 33-31-809). |
Member removal only at purpose-called meeting; memberless board removal needs seven-day written notice or waiver (§§ 33-31-808(e), 33-31-822(c)). |
Circuit court: misconduct or final duty judgment plus best interest; corporation, members with 5% class power, or public-benefit AG may petition (§ 33-31-810). |
Written notice to board, presiding officer, president, or secretary; effective when notice is effective unless later date (§ 33-31-807). |
Members or board fill ordinary/added seat; below-quorum directors may act; appointer and designation rules control special seats (§ 33-31-811). |
Prefilled successor starts when vacancy occurs; member-seat replacement to next member election, other seats through unexpired term (§§ 33-31-805(c), 33-31-811(d)). |
| South Dakota verified 2026-10-02 | SD nonprofit corporation chapters 47-22–47-28; at least three directors; articles/bylaws set later selection and terms; ex officio officer seats possible (§§ 47-23-13–14, -16, -24). |
Removal only under articles procedure; § 47-23-18 sets no universal cause or vote threshold; member rights may vary by class (§§ 47-23-8, -18). |
Articles procedure also governs board-chosen seat; in a no-voting-member corporation directors have sole voting power (§§ 47-23-11, -16, -18). |
Articles/bylaws may set election/appointment and classes; removal follows articles procedure, vacancy follows articles/bylaws variation (§§ 47-23-8, -16–19, -24). |
Default member meeting notice 10–50 days; all voting members or all directors may sign written consent; member ballot available subject to governing documents (§§ 47-23-6–7, -9). |
§ 47-23-18 specifies removal under articles procedure; special handling of an ex officio director turns on the governing documents (§§ 47-23-18, -24). |
Consult the articles/bylaws for resignation mechanics; vacancy filling and successor term are in § 47-23-19 (§§ 47-23-16–19). |
Unless articles/bylaws say otherwise, majority of remaining directors fills vacancy or added seat even below quorum (§ 47-23-19). |
Vacancy successor gets predecessor’s unexpired term; board-filled added seat runs only to next director election (§ 47-23-19). |
| Tennessee verified 2026-10-04 | Tenn. Code Ann. §§ 48-58-107–111; distinguishes member-, group-, board-elected, appointed, and designated directors |
Members may remove own elected director with/without cause unless charter requires cause; removal votes sufficient to elect, with cumulative-vote protection (§ 48-58-108(a)–(d)) |
Board may remove its elected director without cause by 2/3 of directors in office or higher document vote; attendance-based removal by majority if preexisting document term (§ 48-58-108(h), (i)) |
Group-elected removal reserved to group; appointer may remove appointed director without cause unless documents differ; designation changed by charter/bylaw amendment (§§ 48-58-108(b), -109) |
Member-elected removal only at purpose-called meeting with stated notice; memberless board removal matter gets 7 days' written notice or waiver; general board consent rule requires all directors' signatures (§§ 48-58-108(e), -203(c), -202) |
Court may remove for specified misconduct or final duty judgment plus corporate best interest on corporation, 10%-class, or public-benefit AG petition; attendance route available if documents set it at term start (§§ 48-58-108(i), -110) |
Written resignation delivered to board, chair/president, or corporation; effective when notice effective unless later date stated (§ 48-58-107) |
Members or board generally fill; remaining directors below quorum act by majority of all remaining; class voters retain class vote, appointed seat to appointer, designated seat per documents (§ 48-58-111) |
Future vacancy may be filled early but successor waits; member-elected replacement term until next member election, other seat remainder by default; current director list kept at principal office (§§ 48-58-105(c), -111(d), 48-66-101(e)(6)) |
| Texas verified 2026-10-02 | Texas Business Organizations Code ch. 22; directors may be elected, appointed or designated under governing documents (§ 22.206) |
Documents control; otherwise selecting members may remove with or without cause; elected director needs vote equal to election vote (§ 22.211) |
Documents control; otherwise selecting board may remove with or without cause, with election-equivalent vote for elected seat (§§ 22.206, .211) |
Removal belongs to those entitled to elect, designate, or appoint; class voting rights follow certificate/bylaws (§§ 22.160, .211) |
Nonchurch member meeting notice 10–60 days; special-meeting purpose stated; document-authorized member mail/fax/electronic vote (§§ 22.156, .160) |
Statutory removal route is the document procedure or selecting-person action, with or without cause (§ 22.211) |
Written notice to corporation; certificate or bylaws may change procedure (§ 22.2111) |
Ordinary vacancy: majority remaining directors even below quorum; board-size increase: member election, with document route if no voting members (§ 22.212) |
Replacement serves predecessor’s unexpired term; director ordinarily holds until successor qualified (§§ 22.208, .212) |
| Utah verified 2026-10-02 | Utah Revised Nonprofit Corporation Act; bylaws may create member, director-group, appointed, and designated seats (§§ 16-6a-801, -804). |
With/without cause unless bylaws require cause; majority of ALL voting members or electing group; purpose-called meeting (§ 16-6a-808(1)(a)–(d)). |
Majority of directors THEN IN OFFICE (or higher bylaw vote); board-filled member seat removable without cause by members, not board (§ 16-6a-808(1)(f)). |
Voting group alone removes its seat; appointer removes appointed seat by notice; designated seat changed by bylaw amendment (§ 16-6a-808(1)(b), (2)–(3)). |
Member removal: meeting and purpose notice; board action: unanimous consent or notice/no-objection written route with meeting-equivalent votes (§§ 16-6a-808(1)(d), -813). |
Corporation or ≥10%-successor-vote members may seek court removal for misconduct OR final duty judgment plus best-interest finding; attendance deemed-resignation route (§§ 16-6a-809(1), -807(4)). |
Written notice to chair, secretary, or bylaw recipient; effective on corporate receipt unless later date; optional division statement (§ 16-6a-807(1)–(3)). |
Default members or board, even below quorum; same voting group of members/directors has priority; appointer only; designated follows bylaws (§ 16-6a-810(1)–(5)). |
Ordinary replacement serves unexpired term; added-seat term has special later-of rule; prefilled successor waits for vacancy; resignation/removal statements optional (§§ 16-6a-805(4), -810(6), -807(3), -808(1)(g)). |
| Vermont verified 2026-10-02 | Vermont Nonprofit Corporation Act, 11B V.S.A.; member-elected, board-elected, appointed, designated and group seats; no-member board elects absent document method (§§ 8.03–8.05). |
Members may remove without cause; removal votes must suffice to elect at a director election; cumulative-voting opposition can protect seat (§ 8.08(a)–(d)). |
Board-elected director: two-thirds of directors then in office, or greater document number, without cause; term-start attendance rule permits majority of directors then in office (§ 8.08(h)–(i)). |
Electing group alone removes its director; appointer may remove its appointee without cause by written notice; designated seat changes by articles/bylaws amendment (§§ 8.08(b), 8.09). |
Member-elected removal only at meeting called for that purpose with purpose in notice; § 7.05 fair-notice safe harbor 10–60 days (30 for other mail); board unanimity written consent (§§ 7.05, 8.08(e), 8.21). |
Superior Court may remove on listed misconduct/conflict/duty-judgment ground plus best interest; corporation, 10%-voting class members, or public-benefit AG may petition (§ 8.10). |
Written notice to board, chair, president or minutes officer; effective when notice effective unless later date; future vacancy may be prefilled (§ 8.07). |
Board normally fills, or majority of all remaining directors if below quorum; appointer fills appointed seat; designated seat follows documents and board cannot fill absent provision (§ 8.11). |
Member-elected vacancy replacement ordinarily to next member election; other vacancy replacement to unexpired term; future successor waits until opening (§§ 8.05(c), 8.11(d)). |
| Virginia verified 2026-10-02 | Virginia Nonstock Corporation Act, ch. 10, Title 13.1; member, voting-group, and article-appointed seats; revised chapter takes effect Jan. 1, 2027 (§§ 13.1-855, -856, -860) |
Members remove with/without cause unless articles require cause; absent cumulative voting, majority of votes entitled to be cast in electing group(s), or greater article vote (§ 13.1-860(A)–(C)) |
If no members or no voting members, follow article/bylaw removal procedure; absent one, vote sufficient to elect director (§ 13.1-860(D)) |
Only electing voting group votes on removal; cumulative votes sufficient to elect director block removal; article appointment method controls other seats (§§ 13.1-856, -855(D), -860(B)–(C)) |
Removal only at purpose-called meeting with purpose notice; member meeting ordinarily 10–60 days’ notice; board consent may fill vacancy under § 13.1-865, subject to its conditions (§§ 13.1-860(E), -842, -865) |
Current court may review disputed director election and restrain exercise of director powers; 2027 § 13.1-861.1 adds removal for specified misconduct after corporate/derivative proceeding (§§ 13.1-861, -861.1) |
Written notice to board, chair, president, or secretary; effective on delivery or specified later time; director may correct Commission record (§ 13.1-859) |
Members or board fill ordinary vacancy, including increased seat; below-quorum directors may fill by majority remaining; only electing group members vote when members fill its seat (§ 13.1-862(A)–(C)) |
Prefilled successor starts when vacancy occurs; board-filled member seat runs until next member election; amended annual report on removal/resignation/vacancy is optional (§§ 13.1-857(E), -859, -860(F), -862(C)–(D)) |
| Washington verified 2026-10-02 | Washington Nonprofit Corporation Act, ch. 24.03A RCW; member, board, voting-group, appointed, and designated seats (§ 24.03A.510) |
Members may remove their elected director with/without cause unless articles/bylaws require cause; with quorum, votes for must exceed votes against unless higher rule applies (§§ 24.03A.530(1), .440) |
Directors may remove their elected director with/without cause unless documents require cause; board default is majority present with quorum; membership board cannot ordinarily remove member-elected seat (§§ 24.03A.530(1)–(2), .565) |
Electing voting group or chapter/region votes on its seat; outside appointer ordinarily alone removes appointed seat; named designated seat changes by amending articles/bylaws (§ 24.03A.530(1), (3)–(4)) |
Member removal meeting notice states purpose (normally 10–60 days); nonmembership board removal meeting needs purpose notice ≥48 hours; general unanimous consent and member-ballot routes may apply (§§ 24.03A.410, .530, .475, .480, .570) |
Board may remove for specified guardianship, conservatorship, physician certification, felony, final duty-breach order, attendance, or qualification grounds; charitable-solicitation disqualification also applies (§ 24.03A.530(5)–(6)) |
Executed record to president, secretary, or designated officer, or oral notice at board meeting; effective on delivery unless later time stated; last charitable director notifies AG within 10 calendar days (§ 24.03A.525) |
Remaining-director majority fills ordinary vacancy, including added seat, even below quorum; external appointer fills own seat; board cannot fill named designated seat; AG may appoint if no director/electing members remain (§ 24.03A.535) |
Future vacancy may be filled early but successor starts when it occurs; replacement ordinarily serves unexpired term; last charitable resignation has AG notice duty (§§ 24.03A.535(3), .515(5), .525(3)) |
| West Virginia verified 2026-10-02 | West Virginia Nonprofit Corporation Act; voting-member, class-elected, self-perpetuating, and ex officio board structures (§§ 31E-8-803–805). |
Voting members remove with/without cause unless articles require cause; more votes for than against absent cumulative voting (§ 31E-8-809(a), (c)). |
If no members may elect directors, directors may remove under same cause and vote rule; purpose-called meeting (§ 31E-8-809(a), (c)–(d)). |
Class-elected seat removed by its class alone; ex officio status ends automatically with underlying office (§§ 31E-8-804(b), -805, -809(b)). |
Removal only at purpose-called meeting with stated notice; special board meeting generally needs two days' notice; unanimous signed board consent ordinarily available (§§ 31E-8-809(d), -821–822). |
Corporation or members holding at least 10% of any class's voting power may seek court removal for specified misconduct plus best interest (§ 31E-8-810). |
Written notice to board, chair, or corporation; effective on delivery unless board agrees to later date (§ 31E-8-808). |
Voting members or board may fill; below-quorum directors by majority remaining; class-only member vote for class seat; nonvoting members elect new board if board ceases and no voting electors (§ 31E-8-811). |
Future vacancy may be prefilled but successor waits; term to next director election; annual/biennial report names directors and mailing addresses, due June 30 (§§ 31E-8-806(d), -811(c), 59-1-2a(d)–(e)). |
| Wisconsin verified 2026-10-02 | Chapter 181; member-, group-, or board-elected, appointed, and designated seats (§ 181.0804). |
With or without cause; votes sufficient to elect, subject to cumulative-vote protection and documents (§ 181.0808(1)–(4)). |
Without cause: majority of directors in office or document-set number; members control board-filled member seat (§ 181.0808(7)). |
Electing group alone removes its director; appointer can remove by notice; designation changes by amendment (§§ 181.0808(2), 181.0809). |
Member removal requires purpose-called meeting and notice; memberless board removal requires seven-day written notice or waiver (§§ 181.0808(5), 181.0822(3)). |
Circuit court: specified misconduct or duty judgment plus best interest; corporation or members with 10% class voting power may petition (§ 181.0810). |
Written notice to presiding officer, president, or secretary; effective on receipt unless later date stated (§ 181.0807). |
Majority of remaining board, even below quorum, for ordinary/added seats; appointer or document-designated route for special seats (§ 181.0811). |
Prefilled successor starts when vacancy occurs; member-seat replacement to next member election, others through unexpired term (§§ 181.0805(3), 181.0811(4)). |
| Wyoming verified 2026-10-02 | Wyoming Nonprofit Corporation Act; member-elected, board-elected, appointed, designated and group seats; memberless corporation board elects absent document method (§§ 17-19-803–805). |
Members may remove without cause; votes must suffice to elect at director election; cumulative-voting opposition protects seat; member-filled board appointee remains member-removable (§ 17-19-808(a)–(d), (h)). |
Board-elected seat: two-thirds of directors then in office or greater document vote; board-filled member seat excluded; attendance removal by majority if term-start rule (§ 17-19-808(h), (j)). |
Electing group alone removes its seat; appointer may remove with notice; designated seat changes by articles/bylaws amendment; religious corporation may vary removal (§§ 17-19-808(b), (k), -809). |
Member removal requires purpose-stated meeting notice; § 17-19-705 safe harbor 10–60 days; board written consent generally unanimous (§§ 17-19-705, -808(e), -821). |
District court may remove on listed misconduct/final duty judgment plus best-interest finding; corporation, 10%-voting class members, or public-benefit AG may petition (§ 17-19-810). |
Manually or facsimile-signed written notice to board, presiding officer, president, or secretary; effective when notice effective unless later date (§ 17-19-807). |
Members or board fill ordinary/added seat; below-quorum directors need majority of remaining; group members alone vote if members fill group seat; appointer and designation rules reserve those seats (§ 17-19-811). |
Member-elected replacement ordinarily to next member election; other replacement to unexpired term; prefilled future successor waits until opening (§§ 17-19-805(c), -811(d)). |
This survey covers 50 of 51 jurisdictions so far; new states are verified and added continuously. A state missing here hasn't been verified yet. We don't publish unverified answers.
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