Nonprofit Corporation Director Removal and Vacancy Requirements in Arkansas

At a glance

Requirements one by one

Match the removal procedure to the seat

Arkansas's 1993 nonprofit act normally elects directors through members, but articles or bylaws can set another method, an appointer, or a designated seat (§ 4-33-804). Members may remove their elected director without cause at a meeting called for removal, with that purpose in the notice. The removal votes must be enough to elect the director; cumulative voting can protect a director against removal. An electing class, chapter, unit, or region alone removes its director (§ 4-33-808(a)–(e)).

A board-elected director may be removed without cause by a majority of directors present at a purpose-called meeting, or a greater number set in the articles or bylaws. The board cannot use that route against its replacement for a member-elected seat; members may remove that replacement (§ 4-33-808(h)). A designated director is removed by amending the designation. Unless documents vary the rule, the appointer removes an appointed director without cause by written notice to the director and specified corporate recipient; that removal takes effect with notice unless it sets a future date (§ 4-33-809).

Apply meeting notice and special routes

The board's removal meeting notice must state removal as a purpose (§ 4-33-808(h)). In a corporation without members, each director also needs at least seven days’ written notice that removal will be voted on, unless notice is waived (§ 4-33-822(c)). The board may remove for missing the specified number of meetings only when the articles or bylaws supplied that rule at the start of the term; it takes a majority present at a purpose-called meeting (§ 4-33-808(i)).

The corporation or members holding at least 10% of any class's voting power may seek removal in circuit court for the stated dishonest, fraudulent, abusive, or duty-violation grounds, and the court must also find removal in the corporation's best interest. The court can bar later board service. Religious-corporation documents may limit or bar this route (§ 4-33-810).

Fill the vacancy and report directors

A director resigns by written notice to the board, its presiding officer, the president, or the secretary. A later date can be specified (§ 4-33-807). Unless documents provide otherwise, members or the board may fill an ordinary vacancy, including a new seat. If the remaining directors are fewer than a quorum, a majority of those remaining may act. Only members of an electing group vote if members fill that group's vacancy (§ 4-33-811(a)).

Only the appointer fills an appointed seat unless documents vary the rule. A designated seat follows the articles or bylaws, and the board may not fill it when they supply no method (§ 4-33-811(b)–(c)). A future vacancy may be filled early, but the replacement starts only when the vacancy occurs. Unless documents vary terms, a replacement for a member-elected seat serves until the next member election; any other replacement serves the remaining term (§§ 4-33-805(c), 4-33-811(d)). The annual disclosure due August 1 reports the directors' names and addresses (§ 4-33-131(a)).

What trips people up

The board removal vote counts directors present at the purpose-called meeting; the below-quorum vacancy vote instead counts a majority of all remaining directors (§§ 4-33-808(h), 4-33-811(a)(3)). Those are different denominators.

Common questions

Can the board fill a designated seat if the bylaws say nothing? No. Section 4-33-811(c) says the board may not fill that vacancy in the absence of an applicable article or bylaw provision.

May a board fill a future resignation before it takes effect? Yes, if the replacement does not take office until the resignation becomes effective (§§ 4-33-807(b), 4-33-811(d)).

Statutes and sources

Official Arkansas enrolled Acts 1147 of 1993 and 715 of 2023, and the Bureau of Legislative Research's codified § 4-33-810 handout, were accessed October 2, 2026. Verbatim excerpts appear in the source entries above.

• 1993 Act 1147.
• 2023 Act 715.
• BLR codified § 4-33-810 handout.