Nonprofit Corporation Director Removal and Vacancy Requirements in Connecticut

At a glance

Requirements one by one

Identify who elected the director

After the initial board, voting members ordinarily elect directors at the first meeting held for that purpose and at later annual meetings, subject to the stated exceptions (§ 33-1082(c)).

In a nonstock corporation, members entitled to elect directors vote on removal; if there are no such members, directors vote. Either body may ordinarily remove with or without cause, but the certificate may require cause. Without cumulative voting, removal needs more votes for than against. With cumulative voting, a block of votes sufficient to elect the director can defeat removal (§ 33-1088(a), (c)).

The certificate may authorize a membership class to elect directors (§ 33-1084). Only that electing class may participate in removing its director (§ 33-1088(b)). Ex-officio directors are different: they automatically cease to serve when they leave the office that confers the seat, and the ordinary resignation, removal, term, and vacancy sections do not apply to them (§ 33-1083(b)(1)).

Resignation and vacancy filling

A director may resign by written notice to the board, its chairman, or the corporation; the resignation takes effect on delivery unless it states a later date (§ 33-1087). A future vacancy may be filled ahead of time, but the successor cannot take office until the vacancy exists (§ 33-1091(c)).

Ordinarily, members entitled to elect directors or the board may fill a vacancy, including a new seat. When fewer than a quorum of directors remain, a majority of all remaining directors may fill it. If a class elected the former director and members fill the seat, only that class votes (§ 33-1091(a)–(b)). A replacement's term expires at the next meeting at which directors are elected (§ 33-1085(d)).

If the board ceases to exist and no members have director-election rights, nonvoting members gain authority to elect a new board. If there are no such members, § 33-1091a allows specified officers, the Attorney General, an asset-holding organization officer, or a person dealing with the corporation to petition for court appointment of a new board (§§ 33-1091(d), 33-1091a).

What trips people up

Removal by members or directors is available only at a meeting called for that purpose, and the notice must identify removal as a purpose (§ 33-1088(d)). A voting-member meeting ordinarily requires notice 10–60 days beforehand, with the special-meeting purpose described (§ 33-1065(a), (c)).

The ordinary corporation's annual report lists directors' business and residence addresses, subject to the statutory good-cause address alternative. If report information changes after the latest report and within the period stated in § 33-1243(e), the corporation must file an amended report. That may capture a board change; check the timing in the subsection (§ 33-1243(a), (c), (e)).

Common questions

Can members ask a court to remove a director? Members holding at least 10 percent of any class's voting power, or the corporation itself, may bring the specified proceeding. The court must find the listed misconduct and that removal is in the corporation's best interest; it may bar the director from serving for a period (§ 33-1090).

Does a smaller board end an incumbent term early? A decrease in director number does not shorten the incumbent's term (§ 33-1085(c)).

Can the class alone fill its vacant seat? When members fill a seat previously elected by a class, only that class's members vote (§ 33-1091(b)).

Statutes and sources

The Connecticut General Assembly's official Chapter 602 was accessed October 2, 2026. Verbatim excerpts of §§ 33-1065, 33-1082 to 33-1085, 33-1087 to 33-1088, 33-1090 to 33-1091a, and 33-1243 appear in the source entries above.