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).)

Not in Good Standing. There is nothing in the Davis-Stirling Act or the Corporations Code requiring directors to be in good standing to serve on a board. Delinquent directors can have their voting privileges suspended for membership elections but not their voting rights as a board member unless provided for in the governing documents. If the governing documents do not allow for removal of a director not in good standing, the board could, nonetheless, censure the director for the bad example he/she sets for the community.  Associations can (and should) amend their bylaws to provide for removal of a director not in good standing. For election to the board, "good standing" should be defined to mean a member who is (i) current in the payment of his/her assessments (both regular and special), (ii) not having any outstanding unpaid fines, and (iii) not having any unresolved CC&R violations.

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. A director can also be removed if convicted of a felony while serving on the board. (Corp. Code §7221(a).) If associations wish to exclude persons with prior convictions, they must amend their bylaws to include it as a director qualification.

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.

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC