Utah Code
Utah Code § 16-6a-808 (2026)
Removal of directors
✓ current as of May 2026
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Directors elected by voting members or directors may be removed as provided in Subsections (1)(a) through (f).
The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause.
If a director is elected by a voting group, only that voting group may participate in the vote to remove that director.
Unless otherwise provided in the bylaws, a director may be removed:
when the director is elected by the voting members, only if a majority of the voting members votes to remove the director; or
when the director is elected by a voting group, only if a majority of the voting group votes to remove the director.
A director elected by voting members may be removed by the voting members only:
at a meeting called for the purpose of removing that director; and
if the meeting notice states that the purpose, or one of the purposes, of the meeting is removal of the director.
Except as provided in Subsection (1)(f)(ii), a director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office or such greater number as is set forth in the bylaws.
A director elected by the board of directors to fill the vacancy of a director elected by the voting members may be removed without cause by the voting members but not the board of directors.
A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.
Unless otherwise provided in the bylaws:
an appointed director may be removed without cause by the person appointing the director;
the person described in Subsection (2)(a) shall remove the director by giving written notice of the removal to:
the director; and
the nonprofit corporation; and
unless the written notice described in Subsection (2)(b) specifies a future effective date, a removal is effective when the notice is received by both:
the director to be removed; and
the nonprofit corporation.
A designated director, as provided in Subsection 16-6a-804(5), may be removed by an amendment to the bylaws deleting or changing the designation.
Removal of a director under this section is not affected by Subsection 16-6a-805(5).
Notes of Decisions
Cited in 2
cases (1 in the last 5 years), 2012–2024 · leading case: Behar v. Johnson, 2024 UT App 129 (Utah Ct. App. 2024).
Behar v. Johnson, 2024 UT App 129 (Utah Ct. App. 2024). “” Utah Code § 16-6a-808(1)(c). ¶8 Behar’s interpretation of these authorities is that only the HOA members—and not the Board—have the right to remove a Board member.”
Ute Indian Tribe of the Uintah & Ouray Reservation v. Ute Distrib. Corp., 455 F. App'x 856 (10th Cir. 2012). “Utah Code § 16-6a-808(l)(a) permits such a requirement by providing that nonprofit corporations may “provide that directors may be removed only for cause.”
— Utah Code § 16-6a-808(1)(c) — 1 case
Behar v. Johnson, 2024 UT App 129 (Utah Ct. App. 2024). “” Utah Code § 16-6a-808(1)(c). ¶8 Behar’s interpretation of these authorities is that only the HOA members—and not the Board—have the right to remove a Board member.”
— Utah Code § 16-6a-808(l)(a) — 1 case
Ute Indian Tribe of the Uintah & Ouray Reservation v. Ute Distrib. Corp., 455 F. App'x 856 (10th Cir. 2012). “Utah Code § 16-6a-808(l)(a) permits such a requirement by providing that nonprofit corporations may “provide that directors may be removed only for cause.”
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