Nonprofit Corporation Director Removal and Vacancy Requirements in Nebraska

At a glance

Requirements one by one

Match the seat to its removal power

Under Nebraska's nonprofit act, members ordinarily elect directors unless governing documents set another election method, an appointer, or a designated seat. Without members, the board elects directors if no appointment or designation method is provided (§ 21-1971).

Members may remove a director they elected without cause, at a meeting called for removal with that purpose stated in the notice. The votes for removal must be enough to elect the seat, and cumulative voting can protect a director from removal. A class, chapter, unit, or geographic group alone removes its elected director (§ 21-1975(a)–(e)). A board-elected director may be removed without cause by two-thirds of directors then in office, or a greater article/bylaw vote. A board replacement for a member-elected seat is removable by members, not by the board (§ 21-1975(h)).

Unless documents provide otherwise, an appointer may remove its appointed director without cause by written notice to the director and specified corporate recipient, effective with notice unless a later date is given. A designated director is removed by changing or deleting the designation in the articles or bylaws (§ 21-1976).

Check notice and court routes

Member-elected removal needs the purpose-called meeting (§ 21-1975(e)). For a corporation without members, a board meeting vote to remove a director requires seven days’ written notice to each director that removal will be voted on, or waiver (§ 21-1982(c)). The board can generally take actions without meeting by unanimous signed written consent unless documents vary the rule (§ 21-1981). A board may remove for missed meetings by a majority of directors then in office if the articles or bylaws specified that consequence at the start of the term (§ 21-1975(i)).

The corporation, members holding at least 10% of a class's voting power, or the Attorney General for a public benefit corporation may seek court removal for the stated misconduct and a finding that removal is in the corporation's best interest. The court may bar later service. Public benefit corporations or their members must give the Attorney General written notice when they bring the proceeding. Religious-corporation documents may limit this route (§ 21-1977).

Fill and report the vacancy

A director resigns through written notice to the board, presiding officer, president, or secretary, effective with notice unless a later date is specified (§ 21-1974). Members or the board may fill an ordinary vacancy or added seat unless documents provide otherwise. When remaining directors are fewer than a quorum, a majority of all remaining directors may fill it. Only members of an electing group vote if members fill its seat (§ 21-1978(a)).

An appointer alone fills its appointed seat unless governing documents vary the rule. A designated seat follows the articles or bylaws; the board cannot fill it if they supply no applicable method (§ 21-1978(b)–(c)). A future vacancy may be filled early, but the successor cannot take office until it occurs (§ 21-1978(d)). A replacement for a member-elected seat serves to the next member election; other vacancy replacements serve the predecessor's unexpired term unless documents vary those terms (§ 21-1972(c)).

The biennial report lists directors and their business or residence addresses and is due April 1 of odd-numbered years. A correction or amendment to that report may be filed at any time (§ 21-19,172(a), (c), (g)).

What trips people up

Nebraska lets the board fill some member-elected vacancies, but members alone may remove the board's replacement under the ordinary removal route (§§ 21-1975(h), 21-1978(a)). A group-elected vacancy has a group-only member vote if members fill it; the board also remains a default filler (§ 21-1978(a)).

Common questions

Can the board fill a designated vacancy when the bylaws are silent? No. Section 21-1978(c) bars the board from filling it without an applicable article or bylaw provision.

Can a replacement begin before a future resignation takes effect? No. The vacancy can be prefilled, but the new director waits until the vacancy occurs (§ 21-1978(d)).

Statutes and sources

Nebraska's current official statute text was accessed October 2, 2026. Verbatim excerpts appear in the source entries above.

• Nebraska Nonprofit Corporation Act director sections.
• Neb. Rev. Stat. § 21-19,172.