Nonprofit Corporation Director Removal and Vacancy Requirements in California

At a glance

Requirements one by one

Governing act and seat types

California has separate public-benefit, mutual-benefit, and religious nonprofit provisions. Sections 5220, 7220, and 9220 address elected, designated, and ex officio seats differently. A corporation's articles and bylaws may therefore determine who holds a seat before the removal rule is applied.

Member removal votes

For public-benefit and mutual-benefit corporations, §§ 5222(a) and 7222(a) allow removal without cause by a majority of all members when the corporation has fewer than 50 members; with at least 50 members, they require approval of the members. Section 5033 defines the first threshold as a majority of votes entitled to be cast. Section 5034 defines the second as a majority of votes represented and voting at a meeting with quorum, with yes votes also a majority of the required quorum. Religious corporation § 9222(a) ordinarily uses approval of the members, subject to the articles or bylaws.

Board, class, and designated seats

For a public-benefit or mutual-benefit corporation with no members, §§ 5222(a)(3) and 7222(a)(3) allow removal without cause by a majority of directors then in office. Sections 5221 and 9221 also allow the board to declare a vacancy for listed disqualifications; § 5221 includes a director's failure to meet a preexisting qualification. A member-elected class or geographic-unit seat is removable only by that class or unit under §§ 5222(b), 7222(b), and 9222(b). Sections 5222(f) and 7222(f) generally let a named designator remove its director without cause, while member removal of that director needs the designator's written consent, subject to the stated document and status exceptions. Religious corporation § 9220 lets the articles or bylaws set director selection and removal.

Ballots and cumulative-voting protection

Sections 5033 and 5034 permit the appropriate statutory member approval through a meeting or written ballot. For public-benefit and mutual-benefit corporations, §§ 5222(b)(1) and 7222(b)(1) protect an individually targeted director when votes against removal would suffice to elect that director under authorized cumulative voting. That protection does not operate the same way when the entire board is removed.

Court and special removal

Sections 5223, 7223, and 9223 provide court-removal routes for specified misconduct. The public-benefit and mutual-benefit sections also specify who can sue; § 5223 gives the Attorney General an express role. The board's separate disqualification route appears in §§ 5221 and 9221. This survey describes those statutory gates without deciding whether alleged misconduct occurred.

Resignation and vacancy filling

Sections 5224(c), 7224(c), and 9224(c) make a written resignation effective on notice to the chair, president, secretary, or board unless it specifies a later time. A successor chosen for a future resignation takes office when the resignation becomes effective. Section 5226 requires notice to the Attorney General if a public-benefit director's resignation would leave no duly elected director in charge; § 9226 prohibits that result for a religious corporation.

For ordinary public-benefit and mutual-benefit vacancies, §§ 5224(a) and 7224(a) permit board approval, with specific unanimous-consent, noticed-meeting, and sole-director routes when fewer than a quorum remains. Unless articles or a member-approved bylaw say the board may fill a removal-created vacancy, members fill it; the sections also let members fill a vacancy not filled by directors. Religious corporation § 9224(a) gives similar reduced-board routes while excluding a vacancy caused by member removal from board filling. These rules yield to the articles or bylaws where the sections say so.

Successor term

Sections 5220(b), 7220(b), and 9220(c) generally keep a director, including one elected to fill a vacancy, in office until the elected term expires and a successor is elected and qualified, unless removal occurs or the documents provide otherwise. Sections 5220 and 9220 also address designated and ex officio succession; §§ 5224(c), 7224(c), and 9224(c) defer a preselected successor's start until a future resignation takes effect.

What trips people up

A board's general power to fill vacancies does not automatically include a member-removal vacancy. Sections 5224 and 7224 reserve that vacancy to members unless the articles or a member-approved bylaw authorize board filling, or the corporation has no members. A designation may give an outside person a separate removal right under §§ 5222(f) and 7222(f).

Common questions

Can the board remove a director by shrinking the board? Sections 5222(c), 7222(c), and 9222(c) say a size reduction alone does not end an incumbent's term unless it also provides for removal of specified directors.

Can every public-benefit director resign at once? Section 5226 requires Attorney General notice if a resignation would leave the corporation without a duly elected director in charge.

Statutes and sources

• Cal. Corp. Code § 5033: ““Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section 7513, or Section 9413) of a majority of the votes entitled to be cast. Such approval shall include the affirmative vote of a majority of the outstanding memberships of each class, unit, or grouping of members entitled, by any provision of the articles or bylaws or of Part 2, Part 3, Part 4 or Part 5 to vote as a class, unit, or grouping of members on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion, including all, of the votes of the memberships of any class, unit, or grouping of members if such greater proportion is required by the bylaws (subdivision (e) of Section 5151, subdivision (e) of Section 7151, or subdivision (e) of Section 9151) or Part 2, Part 3, Part 4 or Part 5.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5034: ““Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or written ballot in conformity with Section 5513, 7513, or 9413 or by the affirmative vote or written ballot of such greater proportion, including all of the votes of the memberships of any class, unit, or grouping of members as may be provided in the bylaws (subdivision (e) of Section 5151, subdivision (e) of Section 7151, or subdivision (e) of Section 9151) or in Part 2, Part 3, Part 4 or Part 5 for all or any specified member action.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5220: “(a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. However, the terms of directors of a corporation without members may be up to six years. In the absence of any provision in the articles or bylaws, the term shall be one year. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office of the several groups and the number of directors in each group need not be uniform. An amendment of the articles or bylaws may not extend the term of a director beyond that for which the director was elected, and any bylaw provision increasing the terms of directors may not be adopted without approval of the members (Section 5034). (b) Unless otherwise provided in the articles or bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office. (c) The articles or bylaws may provide for the election of one or more directors by the members of any class voting as a class. (d) For the purposes of this subdivision, “designator” means one or more designators. Notwithstanding subdivisions (a) to (c), inclusive, all or any portion of the directors authorized in the articles or bylaws of a corporation may hold office by virtue of designation or selection by a specified designator as provided by the articles or bylaws rather than by election. Those directors shall continue in office for the term prescribed by the governing article or bylaw provision, or, if there is no term prescribed, until the governing article or bylaw provision is duly amended or repealed, except as provided in subdivision (e) of Section 5222. A bylaw provision authorized by this subdivision may be adopted, amended, or repealed only by approval of the members (Section 5034) except as provided in subdivision (d) of Section 5150. Unless otherwise provided in the articles or bylaws, the entitlement to designate or select a director or directors shall cease if any of the following circumstances exist: (1) The specified designator of that director or directors has died or ceased to exist. (2) If the entitlement of the specified designator of that director or directors to designate is in the capacity of an officer, trustee, or other status and the office, trust, or status has ceased to exist. (e) If a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest. (f) If authorized in the articles or bylaws of a corporation, all or any portion of the directors may hold office ex officio by virtue of occupying a specified position within the corporation or outside the corporation. The term of office of an ex officio director shall coincide with that director’s respective term of office in the specified position entitling him or her to serve on the board of directors. Upon an ex officio director’s resignation or removal from that position, or resignation or removal from the board for any reason, the term of office as a director of the corporation shall immediately cease. At that time, the successor in office shall become an ex officio director of the corporation, occupying the place of the former director.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5221: “(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230), or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. (b) As provided in paragraph (3) of subdivision (c) of Section 5151, the articles or bylaws may prescribe the qualifications of directors. The board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5222: “(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). (3) In a corporation with no members, the removal is approved by a majority of the directors then in office. (b) Except for a corporation having no members pursuant to Section 5310: (1) In a corporation in which the articles or bylaws authorize members to cumulate their votes pursuant to subdivision (a) of Section 5616, no director may be removed (unless the entire board is removed) if the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. (2) If by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class. (3) If by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping. (c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office unless the reduction or any amendment also provides for the removal of one or more specified directors. (d) Except as provided in this section and Sections 5221, 5223, and 5227, a director may not be removed prior to the expiration of the director’s term of office. (e) If a director removed under this section, Section 5221, Section 5223, or Section 5227 was chosen by designation pursuant to subdivision (d) of Section 5220, then: (1) If a different person may be designated pursuant to a governing article or bylaw provision, the new designation shall be made. (2) If the governing article or bylaw provision contains no provision under which a different person may be designated, the governing article or bylaw provision shall be deemed repealed. (f) For the purposes of this subdivision, “designator” means one or more designators. If by the provisions of the articles or bylaws a designator is entitled to designate one or more directors, then: (1) Unless otherwise provided in the articles or bylaws at the time of designation, any director so designated may be removed without cause by the designator of that director. (2) Any director so designated may only be removed under subdivision (a) with the written consent of the designator of that director. (3) Unless otherwise provided in the articles or bylaws, the right to remove shall not apply if any of the following circumstances exist: (A) The designator entitled to that right has died or ceased to exist. (B) If that right is in the capacity of an officer, trustee, or other status, and the office, trust, or status has ceased to exist.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5223: “(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or 20 members, whichever is less, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation or breach of any duty arising under Article 3 (commencing with Section 5230) of this chapter, and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (b) The Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5224: “(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 5211, or (3) a sole remaining director. Unless the articles or a bylaw approved by the members (Section 5034) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, or unless the corporation has no members pursuant to Section 5310, such vacancies may be filled only by approval of the members (Section 5034). (b) The members may elect a director at any time to fill any vacancy not filled by the directors. (c) Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 5226: “Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 7220: “(a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. However, the terms of directors of a corporation without members may be up to six years. In the absence of any provision in the articles or bylaws, the term shall be one year. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office of the several groups and the number of directors in each group need not be uniform. No amendment of the articles or bylaws may extend the term of a director beyond that for which the director was elected, nor may any bylaw provision increasing the terms of directors be adopted without approval of the members (Section 5034). (b) Except as otherwise provided in the articles or bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office. (c) The articles or bylaws may provide for the election of one or more directors by the members of any class voting as a class. (d) For the purposes of this subdivision, “designator” means one or more designators. Notwithstanding subdivisions (a) to (c), inclusive, all or any portion of the directors authorized in the articles or bylaws of a corporation may hold office by virtue of designation or selection by a specified designator as provided by the articles or bylaws rather than by election. Those directors shall continue in office for the term prescribed by the governing article or bylaw provision, or, if there is no term prescribed, until the governing article or bylaw provision is duly amended or repealed, except as provided in subdivision (e) of Section 7222. A bylaw provision authorized by this subdivision may be adopted, amended, or repealed only by approval of the members (Section 5034), except as provided in subdivision (d) of Section 7150. Unless otherwise provided in the articles or bylaws, the entitlement to designate or select a director or directors shall cease if any of the following circumstances exist: (1) The specified designator of that director or directors has died or ceased to exist. (2) If the entitlement of the specified designator of that director or directors to designate is in the capacity of an officer, trustee, or other status and the office, trust, or status has ceased to exist. (e) If a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest. (f) If authorized in the articles or bylaws of a corporation, all or any portion of the directors may hold office ex officio by virtue of occupying a specified position within the corporation or outside the corporation. The term of office of an ex officio director shall coincide with that director’s respective term of office in the specified position entitling him or her to serve on the board of directors. Upon an ex officio director’s resignation or removal from that position, or resignation or removal from the board for any reason, the term of office as a director of the corporation shall immediately cease. At that time, the successor in office shall become an ex officio director of the corporation, occupying the place of the former director.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 7222: “(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, the removal is approved by the members (Section 5034). (3) In a corporation with no members, the removal is approved by a majority of the directors then in office. (b) Except for a corporation having no members, pursuant to Section 7310: (1) In a corporation in which the articles or bylaws authorize members to cumulate their votes pursuant to subdivision (a) of Section 7615, no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected. (2) When by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class. (3) When by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping. (c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office unless the reduction or amendment also provides for the removal of one or more specified directors. (d) Except as provided in this section and Sections 7221 and 7223, a director may not be removed prior to the expiration of the director’s term of office. (e) Where a director removed under this section or Section 7221 or 7223 was chosen by designation pursuant to subdivision (d) of Section 7220, then: (1) Where a different person may be designated pursuant to the governing article or bylaw provision, the new designation shall be made. (2) Where the governing article or bylaw provision contains no provision under which a different person may be designated, the governing article or bylaw provision shall be deemed repealed. (f) For the purposes of this subdivision, “designator” means one or more designators. If by the provisions of the articles or bylaws a designator is entitled to designate one or more directors, then: (1) Unless otherwise provided in the articles or bylaws at the time of designation, any director so designated may be removed without cause by the designator of that director. (2) Any director so designated may only be removed under subdivision (a) with the written consent of the designator of that director. (3) Unless otherwise provided in the articles or bylaws, the right to remove shall not apply if any of the following circumstances exist: (A) The designator entitled to that right has died or ceased to exist. (B) If that right is in the capacity of an officer, trustee, or other status, and the office, trust, or status has ceased to exist.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 7223: “(a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation or breach of any duty arising as a result of Section 7238 and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (b) An action under subdivision (a) may be instituted by any of the following: (1) A director. (2) In the case of a corporation where the total number of votes entitled to be cast for a director is less than 5,000, twice the authorized number (Section 5036) of members, or 20 members, whichever is less. (3) In the case of a corporation where the total number of votes entitled to be cast for a director is 5,000 or more, twice the authorized number (Section 5036) of members, or 100 members, whichever is less. (c) In the case of a corporation holding assets in charitable trust, the Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 7224: “(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 7211, or (3) a sole remaining director. Unless the articles or a bylaw approved by the members (Section 5034) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, or unless the corporation has no members pursuant to Section 7310, such vacancies may be filled only by approval of the members (Section 5034). (b) The members may elect a director at any time to fill any vacancy not filled by the directors. (c) Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 9220: “(a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, and resignation of directors. (b) In the absence of any provision in the articles or bylaws, the term of directors shall be one year. (c) Unless the articles or bylaws otherwise provide, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office. (d) If a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest. (e) If authorized in the articles or bylaws of a corporation, all or any portion of the directors may hold office ex officio by virtue of occupying a specified position within the corporation or outside the corporation. The term of office of an ex officio director shall coincide with that director’s respective term of office in the specified position entitling him or her to serve on the board of directors. Upon an ex officio director’s resignation or removal from that position, or resignation or removal from the board for any reason, the term of office as a director of the corporation shall immediately cease. At that time, the successor in office shall become an ex officio director of the corporation, occupying the place of the former director.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 9221: “(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. (b) As provided in paragraph (3) of subdivision (c) of Section 9151, the articles or bylaws may prescribe the qualifications of the directors. Unless otherwise provided by the articles or bylaws, the board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 9222: “(a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without cause if the removal is approved by the members (Section 5034). (b) Except for a corporation having no members pursuant to Section 9310: (1) When by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class. (2) When by the provisions of the articles or bylaws the members within a chapter or other organizational unit, or region or other geographic grouping, voting as such, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members within the organizational unit or geographic grouping. (c) Any reduction of the authorized number of directors or any amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director’s term of office, unless the reduction or the amendment also provides for the removal of one or more specified directors.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 9223: “(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members, remove from office any director in case of fraudulent acts and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (b) The Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 9224: “(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director by the members, vacancies on the board may be filled by approval of the board (Section 5032) or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 9211, or (3) a sole remaining director. (b) Subject to any provision in the articles or bylaws, the members may elect a director at any time to fill any vacancy not filled by the directors. (c) Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.” Official section (accessed 2026-10-02).
• Cal. Corp. Code § 9226: “No director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.” Official section (accessed 2026-10-02).