Nonprofit Corporation Director Removal and Vacancy Requirements in Utah

At a glance

Requirements one by one

Match the seat to its removing voter

Every Utah nonprofit must have a board of directors, which may be divided into classes with rights fixed in the articles or bylaws (§ 16-6a-801(1), (3)).

Utah lets bylaws set how directors are elected, appointed, or designated. If the bylaws give no method, voting members elect directors in a corporation with voting members, and the board elects them in a corporation without voting members. Bylaws may also give a class of members or directors its own director vote, appointing power to a person, or a designated seat to an officeholder (§ 16-6a-804).

Voting members may ordinarily remove a director they elected with or without cause, unless bylaws require cause. The vote is a majority of all voting members, or a majority of the electing voting group for its seat, unless the bylaws provide otherwise. Removal must occur at a meeting called for that purpose with the purpose stated in the notice (§ 16-6a-808(1)(a)–(d)).

A board-elected director ordinarily may be removed with or without cause by a majority of directors then in office, or the greater number in the bylaws. A director whom the board elected to fill a member-elected vacancy may instead be removed without cause by members, not by the board (§ 16-6a-808(1)(f)).

The appointer ordinarily may remove an appointed director without cause by written notice to the director and corporation, effective when both receive it unless a future date is stated. A designated director is removed through a bylaw amendment changing or deleting the designation (§ 16-6a-808(2)–(3)).

Court, resignation, and vacancies

The corporation or voting members with at least 10 percent of votes entitled to elect the successor may seek court removal. Section 16-6a-809(1) permits it upon listed fraud, dishonesty, or gross abuse, or on a final judgment of a specified director-duty violation together with a best-interest finding. The court may bar reelection, reappointment, or redesignation for a period it sets (§ 16-6a-809(2)).

A director resigns by written notice to the board chair, secretary, or a bylaw-specified recipient. The resignation takes effect when the corporation receives notice unless it sets a later date. Bylaws in place at the start of the term may also make missed meetings or other specified failures an effective resignation after the board confirms the failure (§ 16-6a-807(1)–(2), (4)).

For an ordinary vacancy or added seat, voting members or the board may fill it; even when fewer than a quorum of directors remain, a majority of all remaining directors can act. Special rules reserve a group-elected seat to members or directors from that group, an appointed seat to its appointer, and a designated seat to the bylaws (§ 16-6a-810(1)–(5)).

What trips people up

Board action without a meeting has both a unanimous-written-consent route and a notice route. Under the second route, directors must receive the written action notice, sufficient affirmative votes must arrive by its deadline, and no director may maintain a written demand for a meeting. Electronic transmissions can count if they identify sender and date (§ 16-6a-813). This does not replace the special meeting expressly required for a member vote to remove a member-elected director (§ 16-6a-808(1)(d)).

An ordinary vacancy replacement serves the predecessor's unexpired term unless bylaws say otherwise. A director elected to an added seat instead serves until the later of the next election meeting or the term designated when the seat was created. A future vacancy may be filled early, but the new director cannot take office until it occurs (§§ 16-6a-805(4), 16-6a-810(6)).

Common questions

Can directors remove a director for missing meetings? Bylaws fixed at the start of the term may deem a specified attendance or obligation failure a resignation after a confirming board vote (§ 16-6a-807(4)).

Can a departing director file a statement with the state? A resigning director may file a statement with the division; a director removed under the member/board rule or by court may also file one (§§ 16-6a-807(3), 16-6a-808(1)(g), 16-6a-809(4)).

Can directors fill a designated seat if bylaws give no method? No. Section 16-6a-810(5) says the board may not fill it without an applicable bylaw provision.

Statutes and sources

The Utah Legislature's current official Title 16, Chapter 6a, Part 8 PDF was accessed October 2, 2026. Verbatim section excerpts appear in the source entries above.