Nonprofit Corporation Director Removal and Vacancy Requirements in New York

At a glance

Requirements one by one

Director seats and removal

The certificate or bylaws may provide for at-large directors, special-district or membership-section seats, office-based seats, and bondholder-elected seats (§ 703(a)). For cause, § 706(a) permits a member vote or a board vote at a meeting with at least a majority quorum; the ordinary board-action vote is a majority of directors present (§ 708(d)). Member removal without cause depends on permission in the certificate or bylaws (§ 706(b)). An ordinary member action other than electing a director takes a majority of votes cast at a meeting, unless a valid document or statutory rule changes that threshold (§ 613(b)).

Meeting and court routes

A special member-meeting notice must state its purpose (§ 605(a)); a special board meeting requires notice to directors (§ 711(a)). Member action without a meeting ordinarily requires consent of all members entitled to vote, while board action without a meeting ordinarily requires consent of all board members (§§ 614(a), 708(b)). The attorney general or ten percent of members, including nonvoting members, may sue to remove a director for cause, and the court may bar reelection for a period it fixes (§ 706(d)).

Filling the seat

For an at-large vacancy, even one caused by an increased board size, a majority of directors then in office may elect a replacement regardless of how few remain, unless the certificate or bylaws assign that choice to members (§ 705(a)). A district, membership section, or bondholder class ordinarily fills its own vacancy (§ 705(b)). The replacement generally completes the unexpired term or a board-set term ending at an annual meeting, subject to the certificate or bylaws and the statutory term limits (§§ 705(c), 703(b)).

What trips people up

For a class- or group-elected director, the electorate with the seat holds the removal vote; an at-large board vote is not a substitute (§ 706(c)(2)). Cumulative voting can also protect a director when the votes against removal would have elected that director under the statutory comparison (§ 706(c)(1)).

The six-month backup for a district, section, or bondholder vacancy applies only when the seat remains empty and another director's absence, illness, or inability prevents a board quorum (§ 705(b)). The statute's at-large vacancy rule covers vacancies “for any reason”; a corporation considering a resignation should read its certificate and bylaws for the resignation's delivery and effective date (§§ 703(b), 705(a)).

Common questions

Can directors remove someone without cause? The board-removal route in § 706(a) is for cause. Section 706(b) provides a without-cause route for members when the certificate or bylaws authorize it.

Does the successor take the former director's whole term? Section 705(c) allows the remainder of that term or a board-set term ending at an annual meeting, unless the certificate or bylaws provide otherwise; § 703(c) continues service until a successor qualifies.

Statutes and sources

Current official New York Not-for-Profit Corporation Law article 7, accessed October 2, 2026. Verbatim excerpts from the cited sections:

• § 605(a): “Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.”
• § 613(b): “authorized by a majority of the votes cast at a meeting of members”.
• § 614(a): “such action may be taken without a meeting upon the consent of all of the members entitled to vote thereon”.
• § 703(a): “directors to be elected or appointed at large, or by special districts or membership sections”.
• § 705(a): “vacancies among such directors for any reason, may be filled by vote of a majority of the directors then in office, regardless of their number”.
• § 706(d): “may be brought by the attorney-general or by ten percent of the members whether or not entitled to vote”.
• § 708(b): “if all members of the board or the committee consent to the adoption of a resolution authorizing the action”.
• § 711(a): “Special meetings of the board shall be held upon notice to the directors.”