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HomeCorporations CodeCh. 2Art. 2§ 5221 Director Removal Conditions

§ 5221 Director Removal Conditions

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

§ 5221 Director Removal Conditions

Key Takeaways

  • •A director can be removed if a court says they are mentally unfit or if they commit a serious crime.
  • •If a director breaks their duties (like not doing their job right), they can be kicked out.
  • •If the rules say directors must go to meetings and they miss too many, they can be removed.
  • •If the rules say directors need certain skills or qualities and they lose those, they can be removed.

Example

A director stops going to meetings even though the rules say they must attend at least half of them.

The board can vote to remove that director because they broke the meeting rule.

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

Official Source
View on CA.gov

§ 5221 Director Removal Conditions

(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Article 3 (commencing with Section 5230), 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. (b) As provided in paragraph (3) of subdivision (c) of Section 5151, the articles or bylaws may prescribe the qualifications of directors. The board, by a majority vote of the directors who meet all of the required qualifications to be a director, may declare vacant the office of any director who fails or ceases to meet any required qualification that was in effect at the beginning of that director’s current term of office. (Amended by Stats. 1996, Ch. 589, Sec. 7. Effective January 1, 1997.)

Last verified: January 23, 2026

Key Terms

unsound mindfelonybreached any duty under Article 3required qualification

Related Statutes

  • § 9221 Director Removal Conditions
  • § 12361 Director Removal Conditions
  • § 12360 Director Term Limits
  • § 12362 Director Removal By Members
  • § 12363 Director Removal For Misconduct

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5221.
View Official Source