How to Remove a Board Member Under Tennessee Bylaws

To remove a board member under Tennessee bylaws, follow the removal procedure your bylaws set out, confirm it does not conflict with the Tennessee statute that governs your entity, call a meeting specifically for the removal vote with notice saying so, and reach the vote threshold the statute and bylaws require. The exact mechanics depend on whether the organization is a nonprofit, a business corporation, or a condominium association, and on how the director came onto the board in the first place.

Start With the Bylaws

Bylaws are the first document to read. They typically say who can initiate removal, whether the full membership or the board itself votes, whether a stated reason (“cause”) is required, and what vote threshold applies. Under the Tennessee Nonprofit Corporation Act, bylaws may contain any provision for managing the organization’s affairs that does not conflict with the law or the charter.¹

Many bylaws add steps beyond the statutory minimum: a written complaint before proceedings begin, a chance for the targeted director to respond, a supermajority rather than a simple majority, or a bar on future service. These internal rules carry legal weight. Tennessee courts have invalidated board actions where an organization failed to follow its own governance procedures, so skipping a step the bylaws promise can undo an otherwise justified removal.

If the bylaws are silent on removal, the default statutory rules apply, and those rules differ by entity type.

Nonprofit Corporations

Members may remove one or more directors they elected with or without cause, unless the charter limits removal to for-cause situations. The charter or bylaws can define what “cause” means.²

The board itself can remove a fellow director who was elected by the board, but only by a two-thirds vote of the directors then in office, or a higher threshold if the charter or bylaws set one. Some bylaws also let the board remove a director who misses a set number of meetings, as long as the charter or bylaws established that rule at the start of the director’s term; in that case a simple majority of directors then in office is enough.²

Business Corporations

Shareholders may remove directors with or without cause, unless the corporate charter restricts removal to cause-only situations.³ If a director was elected by a particular voting group of shareholders, only that group may vote to remove the director without cause. The charter may also authorize the board itself to remove a director for cause by a majority vote of the entire board.

A common misconception: people assume a staggered board automatically requires cause for removal. The Tennessee statute does not impose that restriction by default. Many corporations with staggered boards write a cause-only provision into the charter for exactly that reason, and when they do, it controls.

Condominium Associations

In a Tennessee condominium, unit owners may remove any board member with or without cause by a two-thirds vote of all persons present and entitled to vote at a meeting where a quorum exists.⁴ The exception is directors appointed by the declarant (the developer): during the declarant-control period, those directors cannot be removed by unit owners, and the declarant or its designees control appointments and removals of both officers and board members. That control ends when the declarant surrenders it or the statutory period expires.

HOAs organized as nonprofit corporations follow the nonprofit removal rules unless their declaration or bylaws set different thresholds. HOA governing documents often require a supermajority or a specific quorum, so read them before scheduling a vote.

Appointed and Designated Directors Are Different

Not every board member is elected. Some are appointed by a specific person (an executive director, a founding donor), and some are designated by the charter itself (for example, the sitting president of a partner organization sits as a director).

An appointed director can be removed without cause by the person who appointed them, unless the charter or bylaws say otherwise. The person doing the removing must give written notice to the director and to either the board’s presiding officer or the corporation’s president or secretary. The removal takes effect when the notice is delivered, unless a later date is specified.⁵

A designated director can only be removed by amending the charter or bylaws to delete or change the designation.⁵ That is a higher bar than a normal removal vote, because charter amendments typically require broader approval. Organizations sometimes discover too late that a difficult board member holds a designated seat and cannot be voted out through the standard process.

Vote Thresholds and the Cumulative Voting Trap

In a nonprofit, a director elected by members can be removed only if the votes cast for removal would have been enough to elect that director in the first place. If the organization uses cumulative voting, the director cannot be removed if enough votes to elect under cumulative voting are cast against removal.²

For a business corporation without cumulative voting, removal requires that votes cast to remove exceed votes cast against removal, meaning a simple majority of those actually voting, not of all outstanding shares. With cumulative voting, the same protection applies: a director survives if enough votes to elect that director are cast against removal.³

The cumulative voting rule is the one that trips organizations up. It exists so a minority bloc that pooled its votes to elect a representative cannot have that representative stripped away by the majority.

Notice and the Meeting Itself

Defective notice is one of the most common ways a removal gets overturned. Removal can only happen at a meeting called specifically for that purpose, and the meeting notice must state that removal is on the agenda. This applies to both nonprofits and business corporations.²³ A vote taken at a meeting where removal was not listed as a purpose is vulnerable to challenge.

For nonprofit member meetings, the default quorum is 10 percent of the votes entitled to be cast on the matter, unless the charter or bylaws set a different number.⁶ That default catches many organizations off guard, because a small share of members at a properly noticed meeting can act. Organizations concerned about this often raise the quorum in their bylaws.

If the bylaws promise the targeted director a chance to be heard before the vote, honor it. State law does not require a hearing, but failing to provide one the bylaws guarantee can invalidate the action.

When the board votes on removal rather than the members, directors may participate remotely by any means that lets all participants hear each other simultaneously, and a director participating that way counts as present, unless the charter or bylaws say otherwise.⁷ A conference call or video meeting is a valid venue for the vote.

Fill the Vacancy

Removal creates a vacancy, and leaving it open invites problems. For nonprofits, the default options are that the members fill the vacancy, the board fills it, or, if the remaining directors are fewer than a quorum, they fill it by a majority vote of all remaining directors.⁸

If the removed director was elected by a specific class or group of members, only that class or group votes on the replacement. If the seat belonged to an appointed director, only the appointing person fills it. If it was a designated seat, it can only be filled the way the charter or bylaws describe; the board cannot fill it on its own.⁸

For business corporations the structure is similar: shareholders or the board may fill vacancies, and if the removed director represented a particular voting group, only that group’s shareholders may vote on the replacement.⁹ A replacement generally serves out the remainder of the removed director’s term.

When Internal Removal Will Not Work: Judicial Removal

If the director will not leave and the vote cannot be won, a court can step in. A court with equity jurisdiction in the county where the corporation has its principal office (or registered office, if none in the state) can remove a director if the director engaged in fraudulent or dishonest conduct, or grossly abused their authority, and removal is in the corporation’s best interest.¹⁰

Three parties have standing to file:

The corporation itself, with board authorization.
Members holding at least 10 percent of the voting power, with the corporation named as a party defendant.
The Attorney General and Reporter, but only for public benefit corporations.

If a public benefit corporation or its members initiate the proceeding, they must give the Attorney General and Reporter written notice.¹⁰ A court that removes a director can also bar that person from serving on the board for a period the court decides.

One Boundary: Officers Are Not Directors

Removing someone as an officer is a separate action from removing them as a director. The board may remove any officer at any time, with or without cause; if an officer was appointed by another officer rather than by the board, the appointing officer can remove them directly.¹¹ If the person you want to remove serves as both a director and an officer (say, a board member who is also president), you need to go through both processes. Removing someone as president does not remove them from the board.

1
Justia. Tennessee Code 48-52-106 – Bylaws – Limitations on Liability
2
Justia. Tennessee Code 48-58-108 – Removal of Directors Elected by Members or Directors
3
Justia. Tennessee Code 48-18-108 – Removal of Directors
4
Justia. Tennessee Code 66-27-403 – Board of Directors and Officers
5
Justia. Tennessee Code 48-58-109 – Removal of Designated or Appointed Directors
6
Justia. Tennessee Code 48-57-203 – Quorum Requirements
7
Justia. Tennessee Code 48-58-201 – Regular and Special Meetings
8
Justia. Tennessee Code 48-58-111 – Vacancy on Board
9
Justia. Tennessee Code 48-18-110 – Vacancy on Board
10
Justia. Tennessee Code 48-58-110 – Removal of Directors by Judicial Proceeding
11
Justia. Tennessee Code 48-58-404 – Resignation and Removal of Officers