Nonprofit Corporation Director Removal and Vacancy Requirements in Missouri

At a glance

Requirements one by one

Identify the seat and removal vote

Chapter 355 ordinarily places director election with members when the corporation has members, unless its articles or bylaws supply another election method or an appointed or designated seat. In a corporation without members, the documents govern; absent a stated method, the board elects directors (§ 355.326).

Members may remove one or more directors they elected without cause. A group-elected director can be removed only by that class, chapter, unit, region, or geographic grouping. The votes cast for removal must suffice to elect the director; votes sufficient to elect under cumulative voting can defeat removal when cast against it (§ 355.346(1)–(4)).

Removing a board-elected director without cause takes two-thirds of the directors then in office, or a higher number in the articles or bylaws. Members, rather than the board, may remove without cause a director whom the board elected to fill a member-elected seat (§ 355.346(8)). A separate board route applies when the documents, at the start of a director's term, specified missed meetings as a ground: a majority of directors then in office may remove for that attendance failure (§ 355.346(9)).

A designated director may be removed by an amendment deleting or changing the designation. Unless the documents vary the rule, the appointing person may remove an appointed director without cause by written notice to the director and the board's presiding officer, president, or secretary. Delivery makes that removal effective unless the notice gives a future date (§ 355.351).

Court removal

The circuit court where the corporation has its principal office may remove any director on a proceeding by the corporation, members holding at least 10 percent of the voting power of any class, or, for a public benefit corporation, the attorney general. The court must find the specified fraudulent or dishonest conduct, gross abuse, or final duty-violation judgment and that removal serves the corporation's best interest. It may also bar board service for a period (§ 355.356).

Resignation and vacancies

A director resigns by written notice to the board, its presiding officer, president, or secretary. Unless the articles or bylaws say otherwise, the resignation takes effect on delivery or a later date in the notice (§ 355.341).

Unless the documents vary the default, members or the board may fill an ordinary vacancy, including an added seat. If members fill a group-elected seat, only that group's members vote; if the remaining directors are below a quorum, a majority of all remaining directors may fill it (§ 355.361(1)). An appointed vacancy belongs to the appointer unless the documents vary the rule. A designated vacancy follows the articles or bylaws and cannot be filled by the board without an applicable provision (§ 355.361(2)–(3)).

A future vacancy can be filled early, but the new director cannot take office until it occurs (§ 355.361(4)). Unless the documents say otherwise, a member-seat replacement serves until the next director election by members; another replacement serves the unexpired term (§ 355.331(3)).

What trips people up

Member removal of a member-elected director must occur at a meeting called for that purpose; its notice must state that removal is a purpose (§ 355.346(5)). For special member meetings, notice describes the matters for which the meeting is called (§ 355.251(3)). A board meeting instead may be replaced by written consent signed by every director, unless the documents vary the rule (§ 355.381). A special board meeting ordinarily requires at least two days' notice of its date, time, place, and purpose (§ 355.386(2)).

The ordinary board quorum and majority-present rule (§ 355.401) does not reduce the two-thirds-of-directors-in-office removal threshold in § 355.346(8). Similarly, member removal follows § 355.346's votes-sufficient-to-elect test rather than the general member voting formula in § 355.286.

Common questions

Can the remaining directors fill a vacancy when they lack a quorum? Yes. A majority of all remaining directors can fill an ordinary vacancy unless the documents or seat-specific rules provide otherwise (§ 355.361(1)(3)).

Can the board remove its replacement for a member-elected director without cause? No. That removal power remains with the members (§ 355.346(8)).

Can a director set a later resignation date? Yes. The board may select the successor early, but the successor cannot take office until the vacancy occurs (§§ 355.341(2), 355.361(4)).

Statutes and sources

The Missouri Revisor's Chapter 355 and linked sections were accessed October 2, 2026. Verbatim operative text for each section is recorded in the source entries above.

• Mo. Rev. Stat. § 355.326: “If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.331: “The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.341: “A director may resign at any time by delivering written notice to the board of directors, its presiding officer or to the president or secretary.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.346: “A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.351: “A removal is effective when the notice is delivered unless the notice specifies a future effective date.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.356: “Removal is in the best interest of the corporation.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.361: “the new director may not take office until the vacancy occurs.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.381: “The action must be evidenced by one or more written consents describing the action taken, signed by each director” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.386: “special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.251: “Notice of a special meeting includes a description of the matter or matters for which the meeting is called.” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.401: “If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board” (official text, accessed October 2, 2026).
• Mo. Rev. Stat. § 355.286: “Unless this chapter or the articles or the bylaws require a greater vote or voting by class” (official text, accessed October 2, 2026).