Nonprofit Corporation Director Removal and Vacancy Requirements in Kentucky

At a glance

Requirements one by one

Read the corporation's removal procedure

Kentucky § 273.211(4) says a director may be removed pursuant to any removal procedure in the articles or bylaws. Those documents therefore matter before identifying a removing actor, cause standard, or vote threshold. They also set how directors are elected or appointed after the first board and may divide directors into classes (§ 273.211(2)–(3)).

If the procedure calls for a special member meeting, the statutory default notice states its purpose and is given 10 to 35 days before the meeting, unless the articles or bylaws provide otherwise (§ 273.197). Members can instead act without a meeting through a written consent signed by all members entitled to vote on the matter and delivered for the corporation's records (§ 273.377(1)–(2)). A board action without a meeting requires all directors to sign written consents unless the documents vary the rule (§ 273.375(1)).

Fill an open or added seat

Unless the articles or bylaws prescribe another method, a majority of remaining directors may fill a vacancy or a directorship created by increasing board size, even when those directors are fewer than a quorum (§ 273.213(1)). A replacement elected or appointed to fill a vacancy serves the predecessor's unexpired term (§ 273.213(2)).

What trips people up

The vacancy default does not displace a different filling method in the articles or bylaws (§ 273.213(1)). A corporation with member-elected or specially appointed seats should check that method before treating the remaining-director vote as decisive.

Common questions

Does reducing board size cut short an incumbent's term? No. A decrease in director number cannot shorten an incumbent director's term (§ 273.211(1)(c)).

Can members remove a director by ordinary majority vote at a meeting? Section 273.211(4) points to the removal procedure in the articles or bylaws; read that procedure before choosing a vote. If it requires a special meeting, the statutory default notice must identify its purpose (§ 273.197).

Where are changed director names reported? Chapter 273 makes the nonprofit subject to the annual report statute. That report lists each director's name and business address, and information must be current when the report is executed (§§ 273.3671, 14A.6-010(1)(d), (2)).

Statutes and sources

The Kentucky Legislative Research Commission's current official PDFs were accessed October 2, 2026. Verbatim excerpts appear in the source entries above.

• KRS § 273.211: official section.
• KRS § 273.213: official section.
• KRS § 273.197: official section.
• KRS § 273.375: official section.
• KRS § 273.377: official section.
• KRS § 273.3671: official section.
• KRS § 14A.6-010: official section.