Nonprofit Governance by State

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Each state has different requirements regarding how your nonprofit is governed, addressing items such as how many board members you must have and how often you hold meetings.

This guide highlights standards for nonprofit governance set by state laws throughout the U.S. In some cases, a nonprofit may be allowed to declare alternative provisions in their articles of incorporation or bylaws.

This table is for nonprofit corporations. See a similar table for for-profit corporations.

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California

Our Resources:

California Startup Guide

Directors:

Number: minimum 1
Qualifications: None. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors
No director may vote by proxy

Officers:

A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman of the board, or chairwoman of the board, or a president or both, a secretary, a treasurer or a chief financial officer or both, and any other officers with any titles and duties as shall be stated in the bylaws.
Elected by the board
Two or more offices may be held by the same individual, except the president may not also serve as secretary or treasurer.

Members:

Members: optional
Regular meeting: required in each year where directors are to be elected
Quorum: 1/3rd votes

District of Columbia

Our Resources:

District of Columbia Startup Guide

Directors:

Number: minimum 3
Qualifications: An individual. No residency requirement. No membership requirement.
Term: default is 1 year, 5 year maximum
Quorum: majority
Committee: minimum 1 director

Officers:

Minimum 2 separate officers: one responsible for the management of the corporation (e.g. "President") and another responsible for the financial affairs of the corporation (e.g."Treasurer"). One officer prepares minutes of the directors' and members' meetings and keeps a record book.
Two or more offices may be held by the same individual.

Members:

Members: optional
Annual meeting: required
Quorum: majority of entitled votes

Delaware

Our Resources:

Delaware Startup Guide

Directors:

Number: minimum 1
Qualifications: Natural person. No residency requirement. No membership requirement.
Term: until successor elected and qualified
Quorum: majority
Committee: minimum 1 director

Officers:

Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and keeps a record book.
Term: until successor elected and qualified
Two or more offices may be held by the same individual.

Members:

Members: Required, but failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.
Annual meeting: required if members entitled to vote for directors, unless elected by written consent in lieu of a meeting
Quorum: 1/3rd votes

Florida

Our Resources:

Florida Startup Guide

Directors:

Number: minimum 3
Qualifications: Natural person 18 years of age or older. One director may be 15 years of age or older if permitted by board of directors or bylaws. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors

Officers:

Defined in articles or bylaws. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
Elected by board
Term: 1 year
Two or more offices may be held by the same individual.

Members:

Members: optional
Regular meeting: defined in articles or bylaws
Quorum: defined in articles or bylaws

Idaho

Our Resources:

Idaho Startup Guide

Directors:

Number: minimum 3; minimum 1 for a religious corporation
Qualifications: An individual. No residency requirement. Must be a member if a cooperative corporation.
Term: default is 1 year, 5 year maximum
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, a secretary, a treasurer and such other officers as are appointed by the board.
Two or more offices may be held by the same individual, except president and secretary, except for a religious corporation.

Members:

Members: optional; required for a cooperative corporation.
Annual meeting: required
Quorum: 1/10th votes

Kansas

Our Resources:

Kansas Startup Guide

Directors:

Number: minimum 1
Qualifications: A natural person. No residency requirement. No membership requirement.
Term: until successor elected and qualified
Quorum: majority
Committee: minimum 1 director

Officers:

Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and keeps a record book.
Two or more offices may be held by the same individual.

Members:

Annual meeting: Required if members entitled to vote for directors, unless elected by written consent in lieu of a meeting
Quorum: Except for election of the governing body, a majority of those present constitutes a quorum so long as proper notice is provided.

Louisiana

Our Resources:

Louisiana Startup Guide

Directors:

Number: minimum 3. If there are less than 3 members, the minimum number of directors is equal to the minimum number of members.
Qualifications: Natural person. No residency requirement. No membership requirement.
Term: default is 1 year, 5 year maximum
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, a secretary and a treasurer, and optionally one or more vice presidents.
The officer need not be a director.
The treasurer may be a corporation.
Two or more offices may be held by the same individual, but this person may only sign instruments in one capacity when the signatures of two officers are required.

Members:

Members: Nonstock nonprofit corporations are assumed to have membership. If there are no members other than the board, then the directors are the members.
Annual meeting: required
Quorum: majority

Maryland

Our Resources:

Maryland Startup Guide

Directors:

Number: minimum 1
Qualifications: None. No residency requirement. No membership requirement.
Term: next annual meeting and until successor elected and qualified
Quorum: majority
Committee: minimum 1 director

Officers:

A president, a secretary, and a treasurer are required.
Term: 1 year and until successor elected and qualified
Two or more offices may be held by the same individual, if permitted by bylaws, except the offices of president and vice president. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

Members: If there are no members then the directors are members.
Annual meeting: required
Quorum: majority of entitled votes

Michigan

Our Resources:

Michigan Startup Guide

Directors:

Number: minimum 3
Qualifications: A corporation organized for purposes described in section 501(c)(3) of the internal revenue code of 1986 may include 1 or more directors on its board who are 16 or 17 years of age as long as that number does not exceed 1/2 the total number of directors required for a quorum for the transaction of business. No residency requirement. No membership requirement.
Term: next annual meeting and until successor elected and qualified
Quorum: majority
Committee: minimum 1 director

Officers:

A president, a secretary, and a treasurer are required.
Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

Members: optional. A corporation organized upon a nonstock basis shall be organized upon a membership basis (has members) or a directorship basis (may or may not have members).
Annual meeting: required with the exception of written consent
Quorum: majority of entitled votes

Minnesota

Our Resources:

Minnesota Startup Guide

Directors:

Number: minimum 3
Qualifications: Natural persons. Majority must be adults. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: One or more natural persons, need not be directors.

Officers:

One or more natural persons exercising the functions of the offices of president and treasurer, however designated.
Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

Members: optional. No members by default.
Annual meeting: required
Quorum: 1/10th votes

Missouri

Our Resources:

Missouri Startup Guide

Directors:

Number: minimum 3
Qualifications: Natural persons. No residency requirement. No membership requirement.
Term: default is 1 year, 6 year maximum
Quorum: majority
Committee: minimum 2 directors

Officers:

A chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
Two or more offices may be held by the same individual.

Members:

Members: optional
Annual meeting: required
Quorum: 1/10th votes

New Hampshire

Our Resources:

New Hampshire Startup Guide

Directors:

Number: minimum 5 voting members
Qualifications: At least 5 voting members who are not of the same immediate family or related by blood or marriage (some exceptions). No residency requirement. No membership requirement.
Quorum: majority
Committee: minimum 2 directors

Officers:

Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
Two or more offices may be held by the same individual.

Members:

Members: optional. No members by default.
No voting rights except as defined in articles or bylaws.
Annual meeting: required
Quorum: majority of entitled votes

Ohio

Our Resources:

Ohio Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: until successor is elected
Quorum: majority
Committee: minimum 1 director

Officers:

A president, a secretary, and a treasurer are required.
Qualifications: Need not be a director.
Two or more offices may be held by the same individual.

Members:

Members: If there are no members then the directors are members.
Regular meeting: required annually. Default date is the first Monday four months following the close of the fiscal year.
Quorum: presence of voting members

Pennsylvania

Our Resources:

Pennsylvania Startup Guide

Directors:

Number: minimum 1; default 3
Qualifications: Natural person of full age (some exceptions). No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 1 director

Officers:

A president, a secretary, and a treasurer are required.
The president and secretary must be natural persons of full age. The treasurer may be a corporation or a natural person of full age.
Two or more offices may be held by the same individual.

Members:

Members: If there are no members, then the directors act as members.
Regular meeting: required annually
Quorum: majority of entitled votes

Utah

Our Resources:

Utah Startup Guide

Directors:

Number: minimum 3
Qualifications: Natural person 18 years of age or older. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors

Officers:

Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings, keeps required records, and authenticates records.
Qualifications: Natural person 18 years of age or older. Need not be a director.
Two or more offices may be held by the same individual.

Members:

Members: optional
Regular meeting: required annually
Quorum: presence of voting members

This page was last fact-checked November 03, 2017.

Nonprofit Governance by State

Alabama

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Alaska

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Arizona

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Arkansas

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California

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Colorado

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Connecticut

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District of Columbia

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Delaware

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Florida

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Georgia

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Hawaii

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Idaho

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Illinois

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Indiana

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