Nonprofit Corporation Director Removal and Vacancy Requirements in Washington

At a glance

Requirements one by one

Who removes a director

The election method matters. In a membership corporation, members elect directors by default; in a nonmembership corporation, the board does. The articles or bylaws may supply another election method, an outside appointer, or an ex officio designation (§ 24.03A.510). Members may remove a member-elected director with or without cause unless the documents require cause. The board of a membership corporation ordinarily cannot remove that director, but may remove a director elected by directors under the corresponding cause rule (§ 24.03A.530(1)).

For a member vote at a meeting, the ordinary § 24.03A.440 rule requires a quorum and more votes for than against the removal, subject to a greater document or law threshold. That is a comparison of votes cast, not a majority of all members. A board vote ordinarily requires a quorum and a majority of directors present under § 24.03A.565(4). Section 24.03A.530(5) gives the board separate removal grounds even for a member-elected director.

Reserved seats and special grounds

Only the electing voting group, chapter, organizational unit, region, or geographic group may participate in removal of its elected director unless the articles or bylaws change that rule. A director appointed by persons other than members or directors is ordinarily removable only by those appointers. A director designated by name is removed by changing or deleting the designation in the articles or bylaws (§ 24.03A.530(1), (3)–(4)).

The board may remove a director despite contrary document provisions for the specific conditions in § 24.03A.530(5): a guardian or conservator appointment, specified physician certification, felony conviction, final court order finding breach of director duty, qualifying missed meetings, or loss of a director qualification. The missed-meeting and qualification grounds depend on provisions in place at the start of the current term. For qualification failure, the statute expressly requires a majority vote of directors who meet all qualifications. A charitable corporation's board has an additional route if continued service would bar charitable solicitation (§ 24.03A.530(6)); the statute addresses that condition, not a general vote of no confidence.

Resignation and replacement

A director may send an executed notice in the form of a record to the president, secretary, or designated officer, or give oral notice at a board meeting. Resignation takes effect when notice is delivered unless it specifies a later time (§ 24.03A.525(1)–(2)). If the departure leaves a charitable corporation with no directors, the resigning director must send the attorney general a record notice within ten calendar days of the effective date (§ 24.03A.525(3)).

An ordinary vacancy, including one created by increasing the board's size, may be filled by a majority of directors still in office even when they are fewer than a quorum. A board-filled director is treated, for removal, as elected by the members, voting group, or persons who would elect that seat at a regular election. An outside appointer retains the right to fill its appointee's vacancy, and the board may not fill a named designated seat unless governing documents alter those rules (§ 24.03A.535(1)–(2)). If no directors and no members entitled to elect directors remain, the attorney general may appoint directors unless the documents supply another way to place at least one (§ 24.03A.535(4)).

A future vacancy may be filled in advance, but the successor cannot take office before the vacancy occurs (§ 24.03A.535(3)). Unless the documents provide otherwise, a vacancy replacement serves the predecessor's unexpired term (§ 24.03A.515(5)).

What trips people up

A member removal meeting notice must state its removal purpose (§ 24.03A.530(1)(e)); ordinary member notice is a record given 10 to 60 days before the meeting (§ 24.03A.410). A nonmembership board's removal meeting needs purpose notice at least 48 hours before it, even if another board meeting would require less notice (§ 24.03A.530(2)(b)).

The removal section describes notice when a meeting is used. Members may instead use unanimous written consent under § 24.03A.475 or a ballot under § 24.03A.480, subject to the articles and bylaws and those sections' execution, quorum, and timing conditions. A board action may use unanimous written consent under § 24.03A.570 unless the documents prohibit it. These general nonmeeting routes do not erase the specific notice requirements for a removal meeting.

Common questions

Can a board fill a member-elected seat, then remove its own replacement? The board may generally fill that vacancy, but § 24.03A.535(1) deems the replacement elected by the members or voting group that ordinarily elects the seat for purposes of § 24.03A.530. The corresponding member-removal rule then governs.

Does a director have to resign in writing? No. Section 24.03A.525(1) also permits oral notice to the board at a board meeting.

Can a successor start before a later-dated resignation takes effect? No. Section 24.03A.535(3) permits the early vacancy-filling vote but delays the new director's start until the vacancy occurs.

Statutes and sources

The Washington Nonprofit Corporation Act was accessed October 2, 2026. The quoted current sections are recorded in the source entries above:

• § 24.03A.410: “Except as provided under subsection (6) of this section, the notice must be given in the form of a record no fewer than ten nor more than sixty days before the meeting date.”
• § 24.03A.440: “If a quorum is present, then action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action”.
• § 24.03A.475: “action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action.”
• § 24.03A.480: “any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter.”
• § 24.03A.510: “The members of a membership corporation shall elect the directors”.
• § 24.03A.515: “the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling.”
• § 24.03A.525: “A director may also resign by giving oral notice to the board at a meeting of the board.”
• § 24.03A.530: “The board of a membership corporation may not remove a director who has been elected by the members except as provided in subsection (5) of this section or in the articles or bylaws.”
• § 24.03A.535: “the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum.”
• § 24.03A.565: “If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board”.
• § 24.03A.570: “action required or permitted by this chapter to be taken by the board may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent”.