Nonprofit Corporation Director Removal and Vacancy Requirements in New Jersey

At a glance

Requirements one by one

Removal votes follow the source of the seat

Members may remove a trustee whom they elect for cause by a majority of votes cast by the members entitled to elect that trustee. Removal without cause is available only when the certificate or bylaws provide for it, using the same majority-of-votes-cast measure (§ 15A:6-6(a)). The certificate or bylaws may also let the board remove a member-elected trustee for cause or suspend the trustee while cause is determined.

The board may remove one or more, but not all, board-elected trustees for cause by a majority of all trustees, not merely those present (§ 15A:6-6(b)). If a class of members elects a trustee, only that class may remove the trustee (§ 15A:6-6(c)(2)). Where cumulative voting applies and fewer than all trustees are targeted, votes against removal sufficient to elect the trustee protect the seat (§ 15A:6-6(c)(1)).

Notice, consent, and court review

A member meeting notice must ordinarily state its purposes and reach voting members 10 to 60 days before the meeting (§ 15A:5-4(a)). Section 15A:5-6 permits member action by written consent: all voting members may consent, or the minimum votes needed at a fully attended meeting may consent after advance notice to other members and a 10-day waiting period, subject to the certificate and bylaws. Board meeting notice follows the bylaws; § 15A:6-10(b) does not require the purpose to appear unless the bylaws do. Without a meeting, board action ordinarily requires written consent from all trustees filed with the minutes (§ 15A:6-7(c)).

The Superior Court may review a for-cause removal or suspension of a trustee and may proceed summarily or otherwise (§ 15A:6-6(d)). Board acts during a suspension or removal for cause are not invalidated merely because that decision is later rescinded or invalidated (§ 15A:6-6(e)).

Resignation and filling vacancies

A trustee resigns by written notice to the corporation. Receipt makes it effective unless the notice specifies a later time (§ 15A:6-3(d)). For an ordinary vacancy or an unfilled trusteeship at the annual or biennial meeting, a majority of remaining trustees may elect a replacement despite lacking a quorum; a sole remaining trustee may do so alone, unless the certificate or bylaws provide otherwise (§ 15A:6-5(a)).

An increased number of trustee seats follows a separate rule: the new trusteeship is filled by election at an annual, biennial, or purpose-called special meeting of members, or of the board if the documents or other law assign trustee elections to the board (§ 15A:6-5(c)). If no trustees remain, any member or a deceased member's executor or administrator may call and notice a special member meeting to elect trustees (§ 15A:6-5(d)).

When a resignation will take effect later, a majority of the trustees still in office, including those who have submitted future resignations, may vote to fill the resulting seat; the vote takes effect when the resignation does. A board-elected vacancy replacement ordinarily serves until the next annual or biennial meeting and until a successor is elected and qualified (§ 15A:6-5(a)–(b)).

What trips people up

The statute uses votes cast for members' removal vote, but all trustees for the board's for-cause removal vote (§ 15A:6-6(a)–(b)). It also treats an added board seat differently from a vacancy in an existing seat (§ 15A:6-5(a), (c)). For a trustee selected by someone other than members or the board, the certificate and bylaws can specify the selection and term (§ 15A:6-3(b)); review them before applying an election-based removal rule.

Common questions

Can the sole remaining trustee fill an ordinary vacancy? Yes, unless the certificate or bylaws vary the rule (§ 15A:6-5(a)).

Does a future-dated resignation immediately change the board? No. Section 15A:6-3(d) makes it effective at the later time in the notice, and § 15A:6-5(b) delays the replacement vote's effect to that time.

Statutes and sources

The current New Jersey unannotated statutes carry Title 15A through P.L.2026, c.30 and J.R.1. The following official section excerpts were accessed October 2, 2026:

• § 15A:6-3: “A trustee may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation.”
• § 15A:6-4: “Any corporation having more than one class of members may provide in its certificate of incorporation or its bylaws for the election of one or more trustees by the members of any class to the exclusion of members of other classes of members.”
• § 15A:6-5: “any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining trustees even though less than a quorum of the board, or by a sole remaining trustee.”
• § 15A:6-6: “one or more or all the trustees may be removed for cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of trustees.”
• § 15A:6-7: “all members of the board or of the committee, as the case may be, consent thereto in writing”.
• § 15A:6-10: “Special meetings of the board shall be held upon notice as prescribed in the bylaws.”
• § 15A:5-4: “written notice of the time, place and purposes of every meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting”.
• § 15A:5-6: “may be taken without a meeting upon the written consent of members who would have been entitled to cast the minimum number of votes which would be necessary to authorize the action”.