Nonprofit Corporation Director Removal and Vacancy Requirements in Massachusetts

At a glance

Requirements one by one

Removal and replacement depend on the governing documents

Chapter 180, § 6A expressly permits bylaws to set director tenure and the manner of director selection and removal, subject to law. The articles or bylaws also set each member class's manner of election or appointment and its voting rights (§ 3). Read those provisions together before deciding who may remove a particular seat. The Chapter 180 rule does not itself fix a single cause requirement or percentage for every director removal.

When a board is empowered to take the action, Chapter 180, § 10C incorporates Chapter 156B, § 57: ordinarily a majority of directors then in office is a quorum, and a majority present at a quorum may act unless law or the articles or bylaws require more. That voting rule supplies procedure for an authorized board action; the authority to remove or fill a seat still needs a governing source. If a corporation has no members, Chapter 180, § 3 directs that a member action under that chapter be taken by the same percentage of directors.

For a vacancy, first identify the replacement method in the bylaws under Chapter 180, § 6A and any class right in § 3. These provisions assign selection and voting design to the corporation's governing documents. The same bylaw provision addresses tenure; it is the starting point for the successor's term and for handling a director's departure. The governing documents should specify the resignation recipient and effective time before a later-dated departure is acted upon.

Meeting and written action

Chapter 180, § 6A lets bylaws set how meetings are called and conducted and the member quorum. The president or directors may call a special member meeting. On a written request by members representing at least 10 percent of the smallest quorum needed for a vote at the annual meeting, the clerk, or another officer in the stated circumstances, must call one. If no officer is able and willing, the Supreme Judicial Court or Superior Court may authorize those members to call the meeting. The court order provides a way to convene members; the director-change decision still follows the applicable governing rules.

For board action, incorporated Chapter 156B, § 56 requires notice of a special directors' meeting. Section 58 lets bylaws prescribe proper notice and generally does not require the purpose to be stated unless the bylaws do. Section 59 allows all directors to consent in writing to action otherwise permitted at a directors' meeting, with the consents filed in meeting records, unless the articles or bylaws provide otherwise. For an authorized member action, § 43 requires written consent of all members entitled to vote and filing in the member meeting records. Chapter 180, § 10C translates these stockholder provisions to members.

Optional certificate for a substitute board

Chapter 180, § 6A permits a board of other officers with director powers in place of the ordinary directors and officers elected at the first meeting. Following a change in that substitute board and its named officers, § 6D says the corporation may file a certificate of change with the state secretary, signed under penalties of perjury by the recording officer. This permission is framed for that substitute-board arrangement.

What trips people up

Chapter 180, § 10C imports a specified list of Chapter 156B sections. The ordinary director-change analysis therefore starts with Chapter 180, § 6A and the corporation's documents; applying a business-corporation removal or vacancy vote simply because it appears elsewhere in Chapter 156B can give the wrong actor or threshold. A board majority under incorporated § 57 answers how an authorized board acts, not whether it holds the power over a particular member or appointed seat.

Common questions

Can members act without gathering for a meeting? For a member action permitted at a meeting, incorporated Chapter 156B, § 43 allows written consent if all members entitled to vote sign and the consents are filed with meeting records, subject to the Chapter 180, § 10C member translation.

Can a court call the removal meeting? Under Chapter 180, § 6A, the Supreme Judicial Court or Superior Court may authorize qualifying members to call a special meeting if none of the officers is able and willing to do so.

Is a certificate automatically due after a substitute-board change? Chapter 180, § 6D uses “may” for the described certificate; its text makes that filing optional.

Statutes and sources

The current Massachusetts Chapter 180 and the incorporated Chapter 156B provisions were accessed October 2, 2026. The source entries above record verbatim text and section links:

• Chapter 180, § 3: “If a corporation does not have members, any action or vote required or permitted by this chapter to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation.”
• Chapter 180, § 6A: “the tenure of office of the directors and officers and the manner of their selection and removal”.
• Chapter 180, § 6D: “the corporation may file in the office of the state secretary a certificate of such change”.
• Chapter 180, § 10C: lists incorporated Chapter 156B sections, including “forty-three, forty-nine, fifty-five, fifty-six, fifty-seven, fifty-eight, fifty-nine”.
• Chapter 156B, § 43: “Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing”.
• Chapter 156B, § 56: “Special meetings of the directors shall be held only upon notice to the directors.”
• Chapter 156B, § 57: “If a quorum is present, a majority of the directors present may take any action on behalf of the board”.
• Chapter 156B, § 58: “A notice or waiver of notice need not specify the purpose of any special meeting of the directors unless required by the by-laws.”
• Chapter 156B, § 59: “any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing”.