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HomeCorporations CodeCh. 2Art. 2§ 12361 Director Removal Conditions

§ 12361 Director Removal Conditions

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12361 Director Removal Conditions

The board can empty a director's seat if the director is no longer eligible, declared mentally incompetent, convicted of a felony, or if the bylaws allow removal for missing a set number of meetings and the director misses them.

Key Takeaways

  • •A director can be removed if they lose eligibility to run for the board.
  • •A court's final order declaring a director mentally incompetent leads to removal.
  • •A felony conviction results in automatic removal.
  • •If the bylaws set a meeting‑attendance rule, missing that many meetings lets the board declare the seat vacant.

Example

A board member skips three consecutive meetings that the organization's bylaws say is the maximum allowed absence.

Because the bylaws specify that missing three meetings removes a director, the board can declare the seat vacant and fill it with a new member.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 12361 Director Removal Conditions

The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a felony, or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

directorunsound mindfelonyboard meetings

Related Statutes

  • § 5221 Director Removal Conditions
  • § 9221 Director Removal Conditions
  • § 12351 Board Meeting Notice Requirements
  • § 12364 Filling Board Director Vacancies
  • § 5224 Filling Board Director Vacancies

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12361.
View Official Source