Nonprofit Corporation Director Removal and Vacancy Requirements in Tennessee

At a glance

Requirements one by one

Removal depends on the seat

Under § 48-58-108(a)–(e), members can remove a director they elected with or without cause unless the charter requires cause. The votes cast to remove must be enough to elect that director, and cumulative voting can protect the seat. A director elected by a class or geographic group can be removed only by that group. The board's different rule in subsection (h) requires two-thirds of directors in office to remove a board-elected director without cause, or a greater document threshold. An attendance-based route in subsection (i) uses a majority of directors in office if the charter or bylaws fixed the missed-meeting ground when the term began.

The 2014 amendment to § 48-58-108(a) expressly says, “The charter or bylaws may specify what constitutes cause for removal.” The vote test for a member-elected seat compares removal votes with the votes needed to elect that director, rather than automatically using a majority of all members.

Vacancies and replacement terms

Section 48-58-111(a) lets members or the board fill an ordinary vacancy, including one caused by expanding the board or removal. If the remaining directors are fewer than a quorum, a majority of all remaining directors may fill it. An appointed seat ordinarily goes back to its appointer, while a designated seat follows the charter or bylaws. Under § 48-58-105(c), a replacement for a member-elected seat generally serves until the next member election; a replacement for another seat serves the balance of the term.

For a group-elected seat, § 48-58-111(a)(1) limits the member vote to that group if members fill the vacancy. Section 48-58-111(c) also states that, without a matching charter or bylaw provision, a designated-seat vacancy “may not be filled by the board.”

What trips people up

Section 48-58-108(e) requires a member-elected removal at a meeting called for that purpose, with notice stating the removal purpose. A corporation without members also has § 48-58-203(c)'s seven-day written notice rule for a board removal vote unless notice is waived. The general board consent route in § 48-58-202(a) requires every director to consent to proceeding without a meeting and sign; it should not be treated as a substitute for a member-removal meeting.

A director may resign by written notice under § 48-58-107. If a later effective date is set, the board may select a successor in advance, but § 48-58-111(d) keeps that successor out of office until the vacancy occurs. Section 48-66-101(e)(6) separately requires a current director and officer list at the principal office.

Common questions

Who removes an appointed or designated director?

Under § 48-58-109, the appointing person ordinarily may remove an appointed director without cause, subject to the documents, by written notice to the director and corporate recipient. A designated director's designation is changed or deleted by charter or bylaw amendment.

Can a court remove a director?

Section 48-58-110 permits a corporation, members holding at least ten percent of any class's voting power, or the attorney general for a public benefit corporation to bring a removal proceeding. The court must make the section's misconduct or final-duty-judgment finding and find removal in the corporation's best interest.

Statutes and sources

• Tenn. Code Ann. § 48-58-105(c) — replacement terms; accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-107 — resignation; accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-108 — member and board removal; accessed October 4, 2026. 2014 amendment also accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-109 — designated and appointed removal; accessed October 4, 2026. 2004 amendment also accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-110 — judicial removal; accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-111 — vacancy filling; accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-202(a) — board action without meeting; accessed October 4, 2026.
• Tenn. Code Ann. § 48-58-203(c) — memberless removal notice; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-101(e)(6) — current director list; accessed October 4, 2026.