Minnesota Statutes

Minn. Stat. § 317A.223 (2026)

Removal Of Directors

✓ current as of May 2026

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Subdivision 1.Modification.

The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws.

Subd. 2.Removal by directors when there are members with voting rights.

If there are members with voting rights, a director may be removed at any time, with or without cause, if:

(1) the director was named by the board to fill a vacancy;

(2) the members with voting rights have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal; and

(3) a majority of the remaining directors present affirmatively vote to remove the director.

Subd. 3.Removal by directors when there are no members with voting rights.

If there are no members with voting rights, a director may be removed at any time, with or without cause, by those directors eligible to elect the director.

Subd. 4.Removal by members with voting rights.

A director may be removed at any time, with or without cause, by those members eligible to elect the director.

Notes of Decisions

Cited in 1 case, 2001–2001 · leading case: Stocke v. Berryman, 632 N.W.2d 242 (Minn. Ct. App. 2001).

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Stocke v. Berryman, 632 N.W.2d 242 (Minn. Ct. App. 2001). · cites it 2× “” Minn.Stat. § 317A.223, subd. 1. The MPRA bylaws do in fact provide a different method for the removal of directors: Charges may be preferred in writing by not less than three (3) members of the Corporation at any meeting of the Corporation or the Board of Directors against any…”

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