Nonprofit Corporation Director Removal and Vacancy Requirements in District of Columbia

At a glance

Requirements one by one

Identify who chose the director

Directors must be individuals (§ 29-406.02), and a District nonprofit board has at least three directors (§ 29-406.03). A membership corporation ordinarily elects directors at annual member meetings, but its articles or bylaws may use another election time or method, appointing person, or designation. A nonmembership corporation follows its articles or bylaws and, absent a method, has the board elect directors (§ 29-406.04). A director term defaults to one year; most elected directors are subject to a five-year term cap, with statutory exceptions for certain appointed or designated seats (§ 29-406.05(a)).

Members may remove directors they elected with or without cause, unless articles or bylaws make removal cause-only. Where a voting group, chapter, organizational unit, or geographic group elected the director, that group alone votes on removal unless the documents vary the rule (§ 29-406.08(a)(1)–(2)). For voting-group action other than election, § 29-405.24(c) requires votes favoring removal to exceed those opposed at a quorum, unless documents require more. A membership corporation’s board cannot remove a director except under the documents or the special grounds in § 29-406.08(c). A nonmembership corporation’s board may remove with or without cause unless documents make it cause-only (§ 29-406.08(b)). Ordinary board action needs a majority of directors present at a quorum unless documents require more (§ 29-406.24(c)).

An appointing person who is not a member may remove its appointee with or without cause unless documents say otherwise. A director designated in articles or bylaws can be removed by amending the designation (§ 29-406.08(d)–(e)).

Check notice, consent, and special removal

Notice of a member meeting to consider removal must state that removal is a purpose (§ 29-406.08(a)(3)). Ordinary member notice is 10 to 60 days before the meeting unless documents vary it (§ 29-405.05(a)). All entitled members may act by signed record consent unless articles or bylaws disallow that general route (§ 29-405.04(a)); each director may sign and deliver a board consent unless the documents require a meeting (§ 29-406.21(a)).

A board of either corporation type may remove a director on the specific grounds in § 29-406.08(c), including a final court order of unsound mind, felony conviction, final duty-breach order, missing a document-specified number of meetings when the rule existed at term start, or loss of a term-start qualification determined by qualified directors. Separate Superior Court removal under § 29-406.09 requires fraud, gross abuse, or intentional harm and a further finding that removal serves the corporation’s best interests given other remedies. A qualifying representative proceeding must follow subchapter XI; charitable-corporation plaintiffs notify the D.C. Attorney General in record form.

Resign and fill the correct seat

A director resigns by signed record notice to the board chair, an executive officer, or the secretary. It is effective when delivered unless it states a later time (§ 29-406.07).

Unless documents change the result, remaining directors may fill an ordinary vacancy or newly created seat by majority vote even below quorum (§ 29-406.10(a)). A member group has the first three months to fill its elected seat. Only the outside appointer fills that person's appointee vacancy; the board cannot fill a seat designated in the articles or bylaws (§ 29-406.10(b)). A vacancy successor generally serves the unexpired term (§ 29-406.05(c)). A future vacancy may be filled early, but the successor cannot take office until it occurs (§ 29-406.10(c)).

What trips people up

The general remaining-board vacancy power does not erase the reserved group, appointer, and designated-seat rules in § 29-406.10(b). Likewise, the special board removal grounds in § 29-406.08(c) are distinct from a nonmembership board’s ordinary removal authority under subsection (b).

Common questions

May a membership corporation’s board remove a member-elected director simply by majority vote? Section 29-406.08(a)(4) limits that board to document-authorized removal or the listed subsection (c) grounds.

Can a replacement start before a future-dated resignation? No. Section 29-406.10(c) permits early selection but delays service until the vacancy occurs.

Statutes and sources

Current official D.C. Council statute text was accessed October 2, 2026. Each source entry above includes a verbatim excerpt and a link to the individual official section.