Nonprofit Corporation Director Removal and Vacancy Requirements in Wyoming

At a glance

Requirements one by one

Track who elected the seat

Wyoming's nonprofit board has at least three directors (§ 17-19-803). Members ordinarily elect later directors, while a memberless corporation follows the articles or bylaws and defaults to board election if they supply no method (§ 17-19-804). A term defaults to one year when documents do not specify it; most elected seats have a five-year cap, with appointed and designated seats excepted (§ 17-19-805(a)).

Members may remove directors they elected without cause (§ 17-19-808(a)). The electing class, chapter, unit, region, or group alone removes its seat. Votes for removal must suffice to elect the director at a director election; if cumulative voting applies, enough opposition votes to elect the director protect the seat (§ 17-19-808(b)–(d)). Removal of a member-elected director must occur at a meeting called for that purpose with the purpose in its notice (§ 17-19-808(e)).

The board may remove a director it elected without cause by two-thirds of directors then in office, or a greater number in the documents. The exception matters: a board appointee who filled a member-elected vacancy may be removed without cause by members but not by the board (§ 17-19-808(h)). A term-start rule allowing removal for a specified number of missed meetings permits the board to act by a majority of directors then in office (§ 17-19-808(j)). Religious corporations may vary these removal rules in their articles or bylaws (§ 17-19-808(k)).

A designated director is removed by deleting or changing the designation in articles or bylaws. An outside appointer may remove its appointee without cause unless documents vary the rule, by giving written notice to the director and the board presiding officer, president, or secretary (§ 17-19-809).

Check notice, consent, and court route

The notice rule in § 17-19-705 gives a fair-and-reasonable meeting notice safe harbor of 10 to 60 days, while § 17-19-808(e) separately requires a removal purpose in the member meeting notice. Board action without a meeting ordinarily requires all directors' signed written consent (§ 17-19-821); the member removal rule specifically requires a meeting.

The district court may remove a director under § 17-19-810 on specified fraud, dishonesty, gross abuse, or final duty-judgment grounds plus a finding that removal is in the corporation’s best interest. The corporation, members holding at least 10 percent of a class’s voting power, or the attorney general for a public benefit corporation may commence the case. The court may bar later service; religious corporations may limit or prohibit this route in their articles or bylaws.

Resign and fill the vacancy

A director may resign with manually or facsimile-signed written notice to the board, its presiding officer, president, or secretary. The resignation is effective when the notice is effective unless it states a later date. The board may fill a future vacancy early if the replacement does not start before that date (§ 17-19-807).

Members or directors may generally fill an ordinary or added seat. If less than a board quorum remains, a majority of all remaining directors may act. If members fill a group-elected vacancy, only the relevant group members vote (§ 17-19-811(a)). The outside appointer alone fills its appointee vacancy; a designated vacancy follows articles or bylaws, and the board cannot fill it absent an applicable document provision (§ 17-19-811(b)–(c)). A member-elected vacancy replacement ordinarily serves to the next member election, while other replacements serve the predecessor’s unexpired term (§ 17-19-805(c)).

What trips people up

The board's two-thirds removal power under § 17-19-808(h) does not cover its own appointee to a member-elected vacancy. Also, § 17-19-811 permits the board to fill an ordinary group-elected vacancy; the group-only vote applies when members fill that seat, unless governing documents impose another method.

Common questions

Can a newly selected director start before a future resignation occurs? No. Section 17-19-811(d) delays service until the vacancy actually opens.

Can the board remove an appointed director chosen by an outside person? Section 17-19-809(b) gives the appointing person the default removal route; inspect the articles and bylaws for a variation.

Statutes and sources

Current official Wyoming Title 17 text was accessed October 2, 2026. Each source entry above gives a verbatim excerpt and official PDF link to the cited section.