Nonprofit Corporation Director Removal and Vacancy Requirements in Kansas

At a glance

Requirements one by one

Apply the nonstock rules first

Kansas uses its General Corporation Code for nonprofit nonstock corporations. Section 17-6301(j) applies that section's board and removal provisions to a nonstock governing body and translates stockholders and shares into members and memberships, unless the articles provide another management arrangement. Section 17-6505 supplies separate nonstock member voting rules.

Members holding a majority of memberships then entitled to vote at the director election generally may remove an individual or entire board with or without cause. For a classified board, however, removal is for cause only unless the articles provide otherwise. When cumulative voting applies, election-sufficient votes against a partial no-cause removal protect the director. For a separately elected class or series seat, that electorate controls no-cause removal (§ 17-6301(j)–(k)). Section 17-6301(k) does not create an ordinary board vote to remove its own appointee; the governing documents and any court route must be checked separately.

Use the right meeting and court route

The nonstock member meeting rule requires proper notice, but § 17-6505(a) disapplies most of § 17-6501, including its stockholder special-meeting notice subsection. A nonstock member action may instead use written or electronic consent at the vote needed if all eligible members were present and voted, unless the articles say otherwise (§ 17-6518(b)). Board action without meeting generally requires consent from every governing-body member unless articles or bylaws restrict it (§ 17-6301(f), (j)).

The corporation may apply for district-court removal after a duty-related felony conviction or prior loyalty-breach merits judgment. The court also must find lack of good faith and that removal is necessary to avoid irreparable harm (§ 17-6515(c)). A director may apply to have a contested election, appointment, removal, resignation, or right to office determined (§ 17-6515(a)). If the nonstock governing-body election is not held when bylaws require, any member may ask the district court to order it (§ 17-6505(d)).

Fill the seat and update the report

A director may resign by written or electronic notice to the corporation. It becomes effective on delivery unless the notice sets a later date or event; a resignation conditioned on losing a specified reelection vote may be made irrevocable (§ 17-6301(b)).

Unless the articles or bylaws provide otherwise, a majority of directors then in office, even below quorum, or a sole remaining director may fill a general vacancy or new seat. Same-class elected directors fill a separately elected class seat. If no directors remain, the listed receiver, officer, or member can call an election meeting or seek a court order. Members holding 10% of the relevant voting power may seek a court election when board-appointed directors leave the incumbent board below the statutory former-board majority (§ 17-6513(a), (c)).

For a future-effective resignation, serving directors, including resigners, may choose a replacement whose vote takes effect when the vacancy does. A classified-seat replacement serves to the next election of that class and until successor qualification (§ 17-6513(b), (d)). The nonprofit business entity information report is biennial, due by June 15 in the same even or odd year as formation, and lists governing-body members with addresses (§ 17-7504(a)–(c)).

What trips people up

Kansas's stockholder meeting notice interval cannot simply be copied into a nonstock member removal vote: § 17-6505(a) excludes most of § 17-6501. Also, a board may fill a vacancy under § 17-6513 while the ordinary removal vote belongs to the electing members under § 17-6301(k).

Common questions

Can members remove a classified-board director without cause? Only if the articles change the default. Otherwise § 17-6301(k)(1)(A) limits classified-board removal to cause.

Can one director fill an empty seat? A sole remaining director can fill an ordinary vacancy unless articles or bylaws say otherwise. A separately elected class seat follows the class-director rule (§ 17-6513(a)).

Statutes and sources

The Kansas Revisor's current official statutes were accessed October 2, 2026. Verbatim excerpts appear in the source entries above.

• K.S.A. § 17-6301.
• K.S.A. § 17-6505.
• K.S.A. § 17-6513.
• K.S.A. § 17-6515.
• K.S.A. § 17-6518.
• K.S.A. § 17-7504.