Nonprofit Corporation Director Removal and Vacancy Requirements in Montana

At a glance

Requirements one by one

Match the seat to its removal power

Members ordinarily elect directors unless the articles or bylaws set another time or method, an appointing person, or a designated seat. Without members, directors are elected by the board if the governing documents set no appointment or designation method (§ 35-2-417).

Members may remove directors they elected without cause, but only at a meeting called for removal with that purpose in the notice. Votes for removal must be enough to elect the seat; cumulative votes sufficient to elect it, if cast against removal, protect it. A class, chapter, unit, or geographic group alone removes its elected director (§ 35-2-421(1)–(5)).

A board-elected director may be removed without cause by two-thirds of directors then in office, or a greater articles/bylaws vote. Members, not the board, may remove a board replacement for a member-elected seat (§ 35-2-421(8)). An appointer ordinarily may remove its appointee without cause by written notice to the director and specified corporate recipient. A designated seat changes through an amendment deleting or changing the designation (§ 35-2-422).

Check notice, court, and resignation rules

In a nonprofit without members, board-meeting removal requires seven days’ written notice to each director that removal will be voted on, or waiver (§ 35-2-429(3)). Unanimous signed board consent is generally available unless governing documents provide otherwise, effective with the last signature unless the consent states another date (§ 35-2-428). A board may remove for missed meetings by a majority of sitting directors if governing documents specified that consequence at the term's start; religious-corporation documents may vary the ordinary removal section (§ 35-2-421(9)–(10)).

The corporation, members holding at least 10% of any class’s voting power, or the attorney general for a public benefit corporation may seek district-court removal for the listed misconduct or final duty-violation judgment plus a finding that removal is in the corporation’s best interest. A court may bar later service; religious-corporation documents may limit or prohibit the court route (§ 35-2-423).

A director resigns by written notice to the board, its presiding officer, president, or secretary. The notice is effective unless it specifies a later date or the director rescinds under the statute. A director may rescind within five business days by written notice to board members unless the articles or bylaws prohibit rescission (§ 35-2-420).

Fill and report the vacancy

Unless documents vary the rule, members or the board may fill an ordinary vacancy or added seat; if fewer than a quorum remain, a majority of all remaining directors may fill it. If members fill a group-elected seat, only that group votes. An appointer alone fills its seat, while a designated seat follows the articles or bylaws; without an applicable method, the board cannot fill it (§ 35-2-424(1)–(3)).

A future vacancy may be prefilled, but the successor cannot serve before it occurs (§ 35-2-424(4)). Unless governing documents vary the term, a member-seat replacement serves to the next member election and other replacements serve the predecessor’s unexpired term (§ 35-2-419(3)). The annual report lists directors and their business mailing addresses and is due January 1 through April 15 (§ 35-2-904(1), (3)).

What trips people up

Montana’s written rescission window is distinct from a future-dated resignation: the director must deliver written rescission to board members within five business days, and the governing documents may prohibit it (§ 35-2-420(1)(b)). The board can fill a member-elected vacancy, but only members may remove that board replacement (§§ 35-2-421(8), 35-2-424(1)).

Common questions

Can the board fill a designated vacancy if the bylaws are silent? Section 35-2-424(3) says the board may not fill it without an applicable article or bylaw method.

Can a replacement begin before a future vacancy takes effect? No. The vacancy may be filled early, but service begins when the vacancy occurs (§ 35-2-424(4)).

Statutes and sources

Montana’s current official code text was accessed October 2, 2026. Verbatim excerpts and section links appear in the source entries above.