Removing directors

Removal is the same legal event as election

A board that wants to remove a sitting director often assumes it needs some separate "recall" procedure. In a state with a dedicated common-interest-development election statute, it usually does not. California's Civil Code groups director removal with elections, assessment votes, and governing document amendments under one secret ballot procedure.

"elections regarding assessments legally requiring a vote, election and removal of directors, amendments to the governing documents, or the grant of exclusive use of common area"

Source: California Civil Code Section 5100, California Legislative Information

Where no such statute exists, general nonprofit corporation law and your bylaws govern instead. A recall election, a member-initiated vote to remove a director before the term ends, may then look different from an ordinary election.

Who can force the vote

Removal is almost always member-initiated, not something the board does to one of its own. A common mechanism is a member petition that forces a special meeting where the removal question can be put to a vote.

The percentage of members needed to force that meeting, and whether the same petition can name a replacement candidate, varies by state and by your bylaws. Check your state's nonprofit corporation statute and your own governing documents before assuming a specific number.

The vote threshold depends on your bylaws first

How many votes it takes to remove a director without cause depends on your state's corporate law and, often, on how many members your association has. Some states scale the threshold to association size; others leave it to the bylaws entirely.

Where the bylaws are silent and a director holds a fixed term, Robert's Rules of Order treats removal as a serious due-process matter, not a quick vote.

"the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial"

Source: Robert's Rules of Order, Frequently Asked Questions, Robert's Rules Association

Where the bylaws do address removal, that written procedure controls instead, whether it calls for a two-thirds vote, a majority with advance notice, or something else your documents specify.

Who fills the seat afterward

Removing a director creates a vacancy, and filling it is not automatically the remaining board's job. Under a common corporate default, a board can fill an ordinary vacancy itself, but a seat opened by removing a director is treated differently.

"the members may elect a director at any time to fill any vacancy not filled by the directors"

Source: California Corporations Code Section 7224, California Legislative Information

Check your own bylaws on this point; see filling vacancies for the general rule. If your association has adopted cumulative voting, it can also make an individual director harder to remove, since removal fails if the votes cast against it would have elected that director in a full-board race.