Nonprofit Corporation Director Removal and Vacancy Requirements in Rhode Island

At a glance

Requirements one by one

Locate the approved removal procedure

After the first board, directors are elected or appointed as the articles or bylaws provide. The documents may divide directors into classes, and an ordinary director's term defaults to one year if no term is fixed (§ 7-6-23(b)–(c)). Members or classes may have voting rights limited, enlarged, or denied by those documents (§ 7-6-20(a)).

Section 7-6-23(d) permits removing a director under a procedure in the articles or bylaws approved by the members. It does not itself set a universal cause standard, vote count, or separate rule for board-elected and appointed seats; the corporation must inspect its approved procedure. For a member meeting, the general voting section gives a default quorum of one-tenth of eligible votes and majority of members present or represented by proxy, unless governing documents or a greater statutory rule vary it (§ 7-6-21).

Use the right meeting or consent route

Unless articles or bylaws vary notice, a special member meeting needs written notice stating its purpose, delivered 10 to 60 days before the meeting (§ 7-6-19). Chapter 7-6 also permits action without a meeting when all members entitled to vote on the matter or all directors, as applicable, sign a written consent describing it (§ 7-6-104). Whether a particular removal may use consent still depends on the approved removal procedure (§ 7-6-23(d)).

A board committee may exercise delegated authority but cannot elect, appoint, or remove a director (§ 7-6-26(a)(2)). The articles or bylaws may make an officer an ex officio board member (§ 7-6-28(b)); check that seat's approved procedure rather than treating it as an ordinary elected seat.

Fill the seat and report directors

Unless the articles or bylaws provide another method, an affirmative vote of a majority of remaining directors fills a vacancy or newly created seat (§ 7-6-24(a)). A vacancy replacement serves the predecessor's unexpired term; a board-filled additional seat runs only until the next director election (§ 7-6-24(b)–(c)). Management bylaws may address resignation (§ 7-6-16); check those documents when a director resigns.

The annual report lists directors and officers with their addresses (§ 7-6-90(a)(5)). It is delivered to the secretary of state between February 1 and May 1; a new corporation's first report is in that window the following calendar year (§ 7-6-91(a)).

What trips people up

A default majority of members present under § 7-6-21 does not replace the need for a member-approved removal procedure under § 7-6-23(d). A director vacancy and a newly added seat can both be filled by remaining directors, but § 7-6-24 gives them different default end dates.

Common questions

May a board committee remove a director? No. Section 7-6-26(a)(2) expressly reserves director removal from committee authority.

Can a vacancy be filled when only some directors remain? Section 7-6-24(a) uses a majority of the remaining directors, subject to another method in the articles or bylaws.

Statutes and sources

Rhode Island's current official statute text was accessed October 2, 2026. Verbatim excerpts and section links appear in the source entries above.