How can a member of the Board of Directors of a non-profit organization be removed?
In New York, a director may be removed for cause by vote of the members or by vote of the directors (provided there is a quorum of at least a majority of directors at the meeting). If the organizations by-laws or certificate of incorporation so provide, a director may also be removed without cause by vote of the members. In Connecticut, members entitled to vote, or the directors if there are no voting members, may remove a director with or without cause unless the certificate of incorporation limits removal to only for cause. In New Jersey, if the organizations by-laws or certificate of incorporation provides for election of a director by the members, then the members may remove a director for cause, unless the by-laws or certificate of incorporation allow removal without cause. If the directors are elected by the board, the director may only be removed for cause The relevant statutes in all three of the states do not define cause. Therefore, what constitutes cause is very fact specifi
