Nonprofit Corporation Director Removal and Vacancy Requirements in Indiana

At a glance

Requirements one by one

Identify the seat and removal vote

In a corporation with members, the members ordinarily elect directors unless articles or bylaws set another method or provide for designated or outside-appointed directors. Without members, the documents control selection; if they set no method, the board elects (§ 23-17-12-4).

Members may remove a director they elected with or without cause unless the articles provide otherwise. The number of votes cast for removal must suffice to elect the director. If cumulative voting is authorized, votes sufficient to elect the director cast against removal protect the seat. Unless the articles change the rule, only the electing class, chapter, unit, region, or group participates in its director's removal (§ 23-17-12-8(a)–(d)).

The board may remove a director it elected with or without cause by a majority of directors then in office, unless articles or bylaws specify a greater number. A board-elected director filling a member-elected seat may be removed without cause by the members, not the board (§ 23-17-12-9). A separate board route exists if articles or bylaws at the start of the director's term supplied removal reasons: the board may act on those reasons by a majority of directors then in office (§ 23-17-12-10). Religious corporations may set different removal votes and procedures for member- or board-elected directors (§ 23-17-12-11).

A designated director may be removed by amending the articles or bylaws to change or delete the designation. Unless the documents provide otherwise, an appointer may remove an appointed director with or without cause by written notice to the director and the board's presiding officer, president, or secretary (§ 23-17-12-12).

Court removal

The corporation or at least 10 percent of the members of a class entitled to vote for directors may start a circuit- or superior-court proceeding where the principal office is located. The court needs either specified fraudulent or dishonest conduct, gross abuse of authority or discretion, or a final duty-violation judgment, and a finding that removal serves the corporation's best interests. It may bar the removed director from board service for a period it prescribes. Religious corporations may limit or prohibit this route in their articles or bylaws (§ 23-17-12-13).

Resignation and vacancies

A director resigns by written notice to the board, its presiding officer, president, or secretary (§ 23-17-12-7(a)). The resignation takes effect when notice becomes effective under § 23-17-28-5 unless it states a later date. That notice rule generally uses the earliest of receipt, a specified period after properly addressed mailing, or a signed return-receipt date. For a later-dated resignation, the board may fill the pending vacancy early but must keep the successor out of office until the date (§ 23-17-12-7(b)).

For an ordinary vacancy, including an added seat, the members entitled to vote for directors or the board may fill it unless the documents vary the rule. If members fill a group-elected seat, only that group's members vote. If the remaining board is below quorum, a majority of remaining directors may act (§ 23-17-12-14(a)). The appointer alone fills an appointed seat unless the documents provide otherwise. A designated seat follows the articles or bylaws and, without an applicable provision, cannot be filled by the board (§ 23-17-12-14(b)–(c)). A future vacancy may be filled in advance, but the successor starts only when it occurs (§ 23-17-12-14(d)).

Unless the documents say otherwise, a member-seat replacement serves until the next election of directors by members; a replacement for another vacancy serves the predecessor's unexpired term (§ 23-17-12-5(c)).

What trips people up

Section 23-17-12-8(e) says member removal of a member-elected director occurs only at a meeting called for that purpose, and the meeting notice must state removal. The general member action-without-meeting provisions do not supply a substitute removal vote.

For board action, § 23-17-15-2 allows all-director written consent unless articles or bylaws provide otherwise. A special board meeting ordinarily needs at least two days' notice of date, time, and place under § 23-17-15-3(b). Ordinary board quorum and majority-present voting under § 23-17-15-5 do not reduce the majority-of-directors-then-in-office threshold that §§ 23-17-12-9–10 set for removal.

Common questions

Can fewer than a quorum of directors fill a vacancy? Yes. Section 23-17-12-14(a)(3) permits an affirmative vote of a majority of the remaining directors, subject to the articles or bylaws.

Can the board remove a member-elected director by first filling that seat? Section 23-17-12-9 reserves removal without cause of a board-filled member seat to the members, not the board.

Can the director's resignation be effective later? Yes. Section 23-17-12-7(b) permits a later effective date and an early replacement decision, while delaying the successor's start.

Statutes and sources

The Indiana Code 2026 director chapter, board-action chapter, and notice chapter were accessed October 2, 2026. Verbatim section text is recorded in the source entries above.

• § 23-17-12-4: “If a corporation has members, all the directors except the initial directors shall be elected at the first annual meeting of members”.
• § 23-17-12-5: “the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members”.
• § 23-17-12-7: “A director may resign at any time by delivering written notice”.
• § 23-17-12-8: “A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director.”
• § 23-17-12-9: “A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office”.
• § 23-17-12-10: “The director may be removed only if a majority of the directors then in office votes for the removal.”
• § 23-17-12-11: “The articles of incorporation or bylaws of a religious corporation may do the following”.
• § 23-17-12-12: “A designated director may be removed by an amendment to articles of incorporation or bylaws deleting or changing the designation.”
• § 23-17-12-13: “The circuit court or superior court of the county where a corporation's principal office is located may remove a director”.
• § 23-17-12-14: “the remaining directors may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.”
• § 23-17-15-2: “action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors.”
• § 23-17-15-3: “special meetings of the board of directors must be preceded by notice of at least two (2) days to each director”.
• § 23-17-15-5: “a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins.”
• § 23-17-28-5: “written notice is effective at the earliest of the following”.