Nonprofit Corporation Director Removal and Vacancy Requirements in Michigan

At a glance

Requirements one by one

Membership and directorship removal

A membership corporation's members may remove one or more directors with or without cause unless its articles require cause. Section 450.2511(1) requires a majority of all members entitled to vote at a director election, not merely a majority of votes cast at the removal meeting. The articles may require a higher vote for removal without cause; the provision also preserves certain preexisting bylaws.

In a corporation organized on a directorship basis, directors may remove a director with cause by a majority of directors then in office (§ 450.2511(2)). If the articles or bylaws authorize it, a person other than the board who appointed or elected a director may also remove that director with or without cause. The governing documents of a directorship corporation must specify director terms and selection method (§ 450.2505(3)).

If members of a class have an exclusive right to elect a director, their vote controls that seat's removal under § 450.2511(4). When cumulative voting applies and less than the whole board is being removed, votes against removal sufficient to elect the director protect that director (§ 450.2511(3)).

Meetings and action without one

Notice of a member meeting normally states its purposes and is sent 10 to 60 days before the meeting (§ 450.2404(1)). Articles may allow member action by less-than-unanimous written consent, followed by prompt notice to nonconsenting members; unanimous written consent is also available under § 450.2407. Articles or member-approved bylaws may authorize action by ballot, subject to its delivery, timing, quorum, and approval conditions (§ 450.2408). A board special meeting follows the bylaws' notice rules; its notice need not state purpose unless bylaws require it (§ 450.2521(2)). Board action without a meeting requires every director then in office to consent in writing or electronically unless the articles or bylaws prohibit that method (§ 450.2525).

Resignation, vacancies, and the courts

A director's written resignation goes to the corporation and takes effect on receipt unless the notice states a later time (§ 450.2505(4)). An ordinary vacancy, including one from increasing board size, may be filled by members of a membership corporation, the board, or a majority of all remaining directors when they are fewer than a quorum. A vacancy in a class-elected seat goes only to a majority of the remaining directors elected by that class or to that class's members, subject to the articles or bylaws (§ 450.2515a(1)–(2)).

If the corporation has no directors in office, an officer, a member, or one of the listed representatives or fiduciaries may call a special member meeting under the articles or bylaws (§ 450.2515a(4)). A future vacancy can be filled in advance, but the successor may not take office until it occurs. On a classified board, a vacancy replacement serves until the next election of that class and until a successor qualifies, subject to governing documents (§ 450.2515a(3), (5)).

The circuit court may remove a director after a proceeding by the corporation or 10% of members if it finds the specified fraudulent, illegal, dishonest, or grossly abusive conduct and removal in the corporation's best interest. It may also bar that person from serving for a court-prescribed period (§ 450.2514).

What trips people up

An externally selected director of a directorship corporation is not automatically removable by the selector. The selector's removal power depends on authorization in the articles or bylaws (§ 450.2511(2)). For a class seat, the ordinary board-filling option yields to the class-specific vacancy rule (§ 450.2515a(2)).

Common questions

Can a minority of all members remove a director if they win the votes cast at a meeting? Section 450.2511(1) uses a majority of the members entitled to vote in the election, so turnout alone does not lower that threshold.

Can a future-dated resignation be filled immediately? The replacement can be selected before the vacancy occurs, but cannot take office until it occurs (§ 450.2515a(5)).

Statutes and sources

The Michigan Nonprofit Corporation Act is the official whole-act PDF, rendered September 24, 2026 and current through Public Act 103 of 2026. Verbatim excerpts checked October 2, 2026:

• § 450.2404: “written notice of the time, place, if any, and purposes of a meeting of shareholders or members shall be given”.
• § 450.2407: “The articles of incorporation may provide that any action the shareholders or members are required or permitted by this act to take at an annual or special meeting may be taken without a meeting”.
• § 450.2408: “A corporation may provide in its articles of incorporation or in bylaws that are approved by the shareholders or members that any action the shareholders or members are required or permitted to take at an annual or special meeting, including the election of directors, may be taken without a meeting”.
• § 450.2505: “A director may resign by written notice to the corporation.”
• § 450.2506: “members of a class, to the exclusion of other shareholders or members.”
• § 450.2511: “A vote of a majority of the shares or members entitled to vote at an election of directors is required for removal”.
• § 450.2514: “removal is in the best interest of the corporation.”
• § 450.2515a: “a director who is elected or appointed under this subsection may not take office until the vacancy occurs.”
• § 450.2521: “A board may hold a special meeting after giving notice as prescribed in the bylaws.”
• § 450.2525: “all members of the board then in office or of the committee consent to the action in writing or by electronic transmission.”