50-State Surveys / Nonprofit Corporation Director Removal and Vacancy Requirements / Colorado

Nonprofit Corporation Director Removal and Vacancy Requirements in Colorado

Short answer Colorado voting members may remove a director they elected with or without cause unless the bylaws require cause; the votes cast for removal must suffice to elect that director. The board may remove a board-elected director with or without cause by a majority of directors then in office or a higher bylaw vote. Vacancies follow separate rules for voting groups, appointers, and designated seats (§§ 7-128-108, 7-128-110).
State
Colorado
Statute checked
October 2, 2026
Sources
10 statutes
Survey
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At a glance

Governing act and director seatsNonprofit Act, art. 128; voting-member/group or board election, appointment, or designation (§ 7-128-104).
Member-elected director removalWith or without cause unless bylaws require cause; votes sufficient to elect; cumulative-vote protection (§§ 7-128-108(1), 7-127-208(3)).
Board-elected director removalWith 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)).
Class, appointed, and designated seatsElecting voting group alone removes its seat; appointer removes by written notice; designation changes by bylaw amendment (§ 7-128-108).
Notice and approval outside meetingsMember 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).
Court and special removal routesDistrict court: specified misconduct or final duty judgment plus best interests; corporation or members with 10% successor-election votes may sue (§ 7-128-109).
Resignation and effective timeWritten notice to nonprofit corporation; effective on receipt unless later date; bylaws may supply attendance/obligation deemed-resignation route (§ 7-128-107).
Who fills a board vacancyVoting members or board fill ordinary/added seats; group voters/directors control group seat; appointer and bylaws control special seats (§ 7-128-110).
Successor timing, term, and reportingPrefilled successor starts when vacancy occurs; replacement ordinarily serves predecessor’s unexpired term (§§ 7-128-105(4), 7-128-110(6)).

Requirements one by one

Match the removal vote to the seat

Colorado's nonprofit act lets bylaws specify how directors are elected, appointed, or designated. Without another bylaw method, voting members elect the board at annual meetings; a corporation without voting members uses board election. Bylaws may establish separate voting groups of members or directors, appointers, and office-based designations (§ 7-128-104).

Voting members may remove a director they elected with or without cause, unless the bylaws require cause. Only the electing voting group votes on a group director. Removal takes votes sufficient to elect the director (§ 7-128-108(1)(a)–(c)). When cumulative voting is in effect, a seat is protected if votes cast against removal, or withholding written consent, would suffice to elect that director cumulatively (§ 7-127-208(3)).

The board may remove a board-elected director with or without cause by a majority of directors then in office or a higher number in the bylaws. Members, not the board, may remove without cause a board-elected replacement for a member-elected director (§ 7-128-108(1)(f)). An appointer may ordinarily remove an appointed director without cause by written notice to the director and corporation; removal takes effect when both receive it unless the notice states a later date. A designated director's removal follows a bylaw amendment changing or deleting the designation (§ 7-128-108(2)–(3)).

Court removal

The district court for the relevant Colorado venue may remove a director on an action by the nonprofit corporation or voting members holding at least 10 percent of votes entitled to elect the successor. It must find specified fraudulent or dishonest conduct, gross abuse, or a final duty-violation judgment and removal in the corporation's best interests. The court may bar reelection for a period (§ 7-128-109).

Resignation and vacancies

A director resigns by written notice to the nonprofit corporation; receipt makes it effective unless the notice gives a later date. If bylaws specified attendance or other obligations at the start of the term, the director may be deemed resigned on a board vote confirming failure to meet those conditions (§ 7-128-107).

Unless bylaws vary the rule, voting members or the board may fill an ordinary vacancy, including an added seat. Directors below quorum may fill it by majority of all remaining directors. A voting-member group seat is filled only by that group if members act, or by the remaining directors elected by that group if directors act. A director-group vacancy belongs to remaining directors in that group (§ 7-128-110(1)–(3)). The appointer fills an appointed seat unless bylaws vary the rule. A designated seat follows the bylaws and, without an applicable provision, cannot be filled by the board (§ 7-128-110(4)–(5)).

A future vacancy may be filled early, but the successor cannot take office until it occurs (§ 7-128-110(6)). Unless bylaws provide otherwise, a replacement serves the predecessor's unexpired term (§ 7-128-105(4)).

What trips people up

Member removal of a member-elected director requires a meeting called for removal, with that purpose stated in the notice (§ 7-128-108(1)(d)). A board may act without meeting under the written notice and response process in § 7-128-202: affirmative votes must equal those needed if all sitting directors attended and voted, and a timely unrevoked demand for a meeting stops that process. Ordinary special board meetings instead require at least two days' notice, unless bylaws set a longer or shorter period (§ 7-128-203(2)). A board committee cannot elect, appoint, or remove a director (§ 7-128-206(4)(c)).

Common questions

Can directors below a quorum fill a vacancy? Yes. A majority of all directors remaining in office may fill an ordinary vacancy, subject to the voting-group and special-seat rules (§ 7-128-110(1)(c)–(5)).

Can a board remove its own replacement for a member-elected director without cause? No. The member route controls that particular seat (§ 7-128-108(1)(f)).

Can a successor start before a future-dated vacancy? No. Early selection is allowed, but service starts only when the vacancy occurs (§ 7-128-110(6)).

Statutes and sources

The official Colorado Revised Statutes 2026, Title 7 was accessed October 2, 2026. Verbatim section text appears in the source entries above.

Source links

Every statute quoted above, linked, with the date we checked it.

Colo. Rev. Stat. § 7-128-104 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-105 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-107 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-108 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-109 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-110 · accessed 2026-10-02
Colo. Rev. Stat. § 7-127-208 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-202 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-203 · accessed 2026-10-02
Colo. Rev. Stat. § 7-128-206 · accessed 2026-10-02
This page gives general legal information about director removal, resignation, and vacancies in an ordinary domestic nonprofit corporation. It is not legal advice. Articles, bylaws, seat designations, member voting rights, and later law can change the procedure. Whether cause exists or a disputed vote is valid requires case-specific analysis. Confirm current official law and governing documents and seek qualified advice for a disputed board change.

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