Nonprofit Corporation Director Removal and Vacancy Requirements in Louisiana

At a glance

Requirements one by one

Identify the seat and the vote

After the first board, voting members ordinarily elect directors, but the articles may expressly provide another election method. The articles may give a class or series the right to elect all or some directors (§ 12:224(C), (F)).

At a special meeting called for removal, members need a majority in interest of all voting members to remove one or more directors, regardless of whether a term has expired (§ 12:224(E)(4)). A class or series that elected a director supplies the removal and successor vote for that seat. If cumulative voting elected the director, a sufficient block of votes cast against removal protects that seat under the statutory election comparison (§ 12:224(E)(4)).

The board may declare a director's office vacant on the enumerated grounds: interdiction or incompetency, bankruptcy, incapacity for at least six months, loss of required qualifications, or failure to accept office within 60 days after election notice (or the different period specified in the articles or bylaws). The last ground also reaches other document-specified requirements or qualifications (§ 12:224(E)(2)).

Court removal and vacancies

Unless the articles or bylaws provide otherwise, five or more voting members may sue to have a court remove a director for fraudulent or dishonest acts or gross abuse of authority or discretion concerning the corporation. The corporation must be a party; the court may bar reelection for a prescribed period (§ 12:224(H)).

Resignation or death makes the office vacant under the statutory default (§ 12:224(E)(1)). A majority of the remaining directors may fill a vacancy for the unexpired term even when they lack a quorum, including one from an added seat or a failure to elect the authorized number. Members retain the right to fill it at a purpose-called special meeting before the board acts (§ 12:224(E)(3)). Members removing a director at their special meeting may elect the replacement there for the unexpired term (§ 12:224(E)(4)).

What trips people up

The member removal measure is a majority of all voting interests, not merely a majority of votes cast at a quorate meeting (§ 12:224(E)(4)). Unless the articles or bylaws change it, written notice of a member meeting must state its purpose and reach voting members 10–60 days beforehand (§ 12:230(A)). The special meeting must be called for removal (§ 12:224(E)(4)).

Members can take a vote-required action without a meeting only through written consent signed by all members entitled to vote on that question, filed with the members' proceedings together with the secretary's certification. Board action outside a meeting likewise requires written consent signed by all directors and filed with board proceedings (§§ 12:233, 12:224(E)(9)).

Common questions

Can the remaining directors act when too few are left for a quorum? Yes. A majority of the remaining directors can fill a vacancy even without a quorum, subject to the members' earlier special-meeting opportunity (§ 12:224(E)(3)).

Must the new directors appear in an agency filing? The annual report to the secretary of state, due by the corporation's anniversary date, must list every director's name, municipal address, and term expiration (§ 12:205.1(A)(3)).

Does reducing board size end an incumbent's term? No. An amendment reducing the number of directors cannot shorten an incumbent's term (§ 12:224(B)).

Statutes and sources

The Louisiana Legislature's current official text was accessed October 2, 2026. Verbatim excerpts appear in the source entries above.

• La. R.S. § 12:224: official section.
• La. R.S. § 12:230: official section.
• La. R.S. § 12:233: official section.
• La. R.S. § 12:205.1: official section.