Director Removal by the Board
Adams Stirling PLC


Only under limited circumstances can directors, whether appointed or elected, be removed by fellow directors.

Unqualified Director. Boards may declare vacant the office of any director who ceases to meet qualifications that were in effect at the beginning of that director's term of office. (Corp. Code §7221(b).)

Missed Meetings. The Corporations Code allows for removal of a director for missing meetings if provided for in the bylaws. (Corp. Code §7221(a).) If an association's bylaws are silent, a director could miss every meeting for an entire year and the board would be powerless to remove the person. At best, the board could censure the director for missing meetings. A common bylaw provision is to allow the board to remove a director who misses three consecutive regular meetings or a total of four regular meetings in a 12-month period.

Unsound Mind. The board may declare vacant the seat of a director who has been declared of unsound mind by a final order of court. (Corp. Code §7221(a).)

Felony Conviction. Although the Corporations Code provides that a director can also be removed if convicted of a felony while serving on the board (Corp. Code §7221(a)), the Davis-Stirling Act altered director candidate qualifications beginning January 1, 2020. A criminal conviction is relevant only if it would (i) prevent the association from purchasing the fidelity bond coverage or (ii) terminate the association’s existing fidelity bond coverage. See "Candidate Qualifications."

Due Process. The vote to vacate a seat is not a disciplinary action--the board is not fining a director for violating a rule. Rather, it is declaring the seat vacant because the person is no longer qualified to be a director. Even so, the board should give notice to the director and hold a hearing in executive session to give the director an opportunity to cure the disqualification. If the director cannot or refuses to cure the disqualifying issue, the board can vote to vacate the seat.

Replacement Director. Once a seat has been vacated, the board can appoint a replacement to fill the seat unless the bylaws state otherwise.

Removing An Appointed Director. Except for the circumstances described above, a board cannot remove a director it appointed to a vacant seat. An appointed director has the same powers and duties as other directors. An appointed director occupies a seat on the board the samne as if he/she had been elected to the board.  Accordingly, the removal of an appointed director follows the same process as ued for removing an elected director. 

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Adams Stirling PLC