Nonprofit Corporation Director Removal and Vacancy Requirements in Mississippi

At a glance

Requirements one by one

Identify the election and removal route

Mississippi's nonprofit act generally has members elect directors, while articles or bylaws can name an appointer, designation, or another method. Without members, the board elects directors if the documents supply no appointment or designation method (§ 79-11-237).

Members may remove a director they elected without cause only at a meeting called for removal, with that purpose in the notice. The votes cast for removal must be sufficient to elect that director. An electing class, chapter, unit, or region acts alone, and cumulative voting can protect a director against removal (§ 79-11-245(1)–(5)). A board-elected director may be removed without cause by two-thirds of directors then in office, or a greater number stated in the articles or bylaws (§ 79-11-245(8)).

An appointer may remove an appointed director without cause by written notice to the director and the presiding officer, president, or secretary, unless the governing documents provide otherwise. That removal is effective when notice is effective unless the notice gives a future date. A designated director is removed by amending the designation in articles or bylaws (§ 79-11-247).

Check notice and special proceedings

For board actions without a meeting, all directors must sign written consents unless documents vary the rule (§ 79-11-257). A special board meeting ordinarily needs at least two days’ notice of its date, time, and place; the purpose need not appear unless governing documents require it (§ 79-11-259). The member-removal meeting has its own express purpose-notice rule (§ 79-11-245(5)).

The corporation or members holding at least 10% of any class's voting power may seek chancery-court removal on the statutory misconduct grounds. The court must also find that removal is in the corporation's best interest, and may bar later service. If members sue, the corporation is a party defendant (§ 79-11-249). Separately, the board may remove a director for missed meetings by a majority of directors then in office if that consequence was in the documents at the start of the term (§ 79-11-245(9)). Section 79-11-245 does not apply to a religious corporation unless its documents say so (§ 79-11-403(1)).

Fill the vacancy and set the term

A director resigns through written notice to the board, its presiding officer, president, or secretary. The notice takes effect when delivered under the notice rule unless it specifies a later date (§ 79-11-243). For an ordinary vacancy or new seat, members or the board may fill it unless documents provide otherwise. A majority of all remaining directors can act when they are fewer than a quorum. If members fill a group-elected seat, only that group votes (§ 79-11-251(1)).

Only the original appointer fills an appointed seat unless documents vary the rule. A designated seat follows the articles or bylaws; the board cannot fill it when those documents are silent (§ 79-11-251(2)–(3)). A future vacancy may be filled early, but service waits until the vacancy occurs (§ 79-11-251(4)). Unless documents set another term, a replacement for a member-elected seat serves to the next member election; another replacement serves the unexpired term (§ 79-11-239(3)). Sections 79-11-243 through 79-11-251 do not prescribe an immediate agency filing for this director change.

What trips people up

The two-thirds board removal threshold counts directors then in office, while the below-quorum vacancy rule counts a majority of all directors remaining. The same board may use different denominators for these two decisions (§§ 79-11-245(8), 79-11-251(1)(c)).

Common questions

Can the board fill a designated vacancy if the bylaws omit a method? No. The statute directs the corporation to its articles or bylaws and bars the board from filling the designated vacancy when neither supplies an applicable provision (§ 79-11-251(3)).

Is a two-thirds vote enough to remove a board-elected director? It is the default vote of directors then in office; the articles or bylaws may require a greater number (§ 79-11-245(8)).

Statutes and sources

The official 2025 legislative bring-forward text and the permitted reproduction of the Official Mississippi Code Title 79 were accessed October 2, 2026. The bring-forward bill is cited for its reprint of code text. Verbatim excerpts appear in the source entries above.

• 2025 HB 1554 code reprint.
• Official Code Title 79 reproduction.