Nonprofit Governance by State

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.

Compliance Checklist for Nonprofits

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Alabama

Our Resources:

Alabama Startup Guide

Directors:

Number: minimum 3
Qualifications: Natural person. No residency requirement. No membership requirement.
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, one or more vice-presidents, a secretary, a treasurer and other officers and assistant officers as deemed necessary are required.
Term: default is 1 year, 3 year maximum
Two or more offices may be held by the same person, except the offices of president and secretary

Members:

Members: optional, defined in articles
Annual meeting: required
Quorum: 1/10th votes

Alaska

Our Resources:

Alaska Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors on executive committee

Officers:

A president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer are required.
Two or more offices may be held by the same person, except the offices of president and secretary

Members:

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

Arkansas

Our Resources:

Arkansas Startup Guide

Directors:

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

Officers:

A president, a vice 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.
Term: 3 year maximum

Members:

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

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

Colorado

Our Resources:

Colorado Startup Guide

Directors:

Number: minimum 1
Qualifications: An individual. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 1 director

Officers:

A president, a secretary, a treasurer, and such other officers as may be designated by the board of directors
Qualifications: an individual 18 years or older
Two or more offices may be held by the same individual.

Members:

Members: optional
Annual meeting: required
Quorum: 1/4th votes

Connecticut

Our Resources:

Connecticut Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: until the next annual meeting
Quorum: majority
Committee: minimum 1 director

Officers:

Defined in articles or bylaws. 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 if members entitled to vote for directors
Quorum: majority of entitled 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

Georgia

Our Resources:

Georgia Startup Guide

Directors:

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

Officers:

Defined in articles or bylaws. 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

Hawaii

Our Resources:

Hawaii 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 2 directors

Officers:

Defined in articles or bylaws. 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

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

Illinois

Our Resources:

Illinois Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: until next election
Quorum: majority
Committee: minimum 2 directors and directors must be the majority of membership, except for committees involved in electing directors

Officers:

Defined in articles or bylaws. One officer certifies corporate records (e.g. the Secretary).
Two or more offices may be held by the same individual, if the bylaws so provide.

Members:

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

Indiana

Our Resources:

Indiana 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:

A president, a secretary, a treasurer, and other officers appointed by the board of directors. 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

Iowa

Our Resources:

Iowa Startup Guide

Directors:

Number: minimum 1
Qualifications: An individual. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, a secretary, a treasurer, and other officers appointed by the board of directors. 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

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

Maine

Our Resources:

Maine Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors on the executive committee; no minimum on other committees

Officers:

A president, a secretary or clerk, a treasurer and such other officers and assistant officers as may be deemed necessary
Term: 1 year
Two or more offices may be held by the same individual.

Members:

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

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

Massachusetts

Our Resources:

Massachusetts Startup Guide

Directors:

Number: minimum 1
Qualifications: Natural persons. No residency requirement. No membership requirement.
Term: minimum 1 year, maximum 5 years
Quorum: majority
Committee: minimum 1 director

Officers:

A president, a treasurer, and a clerk are required.
The president must be a director.
The clerk must be a Massachusetts resident unless a resident agent was appointed.

Members:

Members: If there are no members then the directors are members.
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

Mississippi

Our Resources:

Mississippi Startup Guide

Directors:

Number: No minimum. Set by articles or bylaws.
Qualifications: Individuals. No residency requirement. No membership requirement.
Term: default is 1 year, 5 year maximum
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
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

Montana

Our Resources:

Montana Startup Guide

Directors:

Number: minimum 3
Qualifications: Individuals. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, a secretary, and a treasurer are required. 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

Nebraska

Our Resources:

Nebraska Startup Guide

Directors:

Number: minimum 3
Qualifications: Individuals. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, a secretary, and a treasurer are required. 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

Nevada

Our Resources:

Nevada Startup Guide

Directors:

Number: minimum 1
Qualifications: Individuals 18 years of age or older. No residency requirement. No membership requirement.
Quorum: majority
Committee: minimum 1 director. Non-director members are permissible.

Officers:

A president or a chair of the board, a secretary, and a treasurer are required.
Qualifications: Natural person.
Two or more offices may be held by the same individual.

Members:

Members: optional
Annual meeting: required unless election of directors is specified otherwise in bylaws
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

New Jersey

Our Resources:

New Jersey Startup Guide

Directors:

Number: minimum 3
Qualifications: 18 years old. No citizenship requirement. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 1 member

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
Regular meeting: required annually or biennially
Quorum: majority of entitled votes

New Mexico

Our Resources:

New Mexico Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: until successor elected and qualified
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 and keeps a record book.
Two or more offices may be held by the same individual, if the bylaws so provide.

Members:

Members: optional
Regular meeting: required annually
Quorum: 1/10 entitled votes

New York

Our Resources:

New York Startup Guide

Directors:

Number: minimum 3
Qualifications: 18 years of age (some exceptions). No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 3 directors

Officers:

A president, one or more vice-presidents, a secretary and a treasurer.
Term: 1 year
Two or more offices may be held by the same individual, except for president and secretary.

Members:

Members: optional
Regular meeting: required annually
Quorum: majority of entitled votes

North Carolina

Our Resources:

North Carolina Startup Guide

Directors:

Number: minimum 1
Qualifications: Natural person. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 members

Officers:

Defined in bylaws or board resolution.
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
Regular meeting: required annually
Quorum: 1/10th votes

North Dakota

Our Resources:

North Dakota Startup Guide

Directors:

Number: minimum 3
Qualifications: Individuals. No residency requirement. No membership requirement.
Term: default is 1 year, 10 year maximum for fixed members
Quorum: majority
Committee: minimum 1 person who need not be a member or director, except the litigation committee which must contain a minimum of 1 independent directors or other independent persons.

Officers:

A president and secretary are required.
Qualifications: 18 years of age or older

Members:

Members: optional. No members by default.
Regular meeting: required annually
Quorum: 1/10th 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

Oklahoma

Our Resources:

Oklahoma Startup Guide

Directors:

Number: minimum 1
Qualifications: Natural person. No residency requirement. No membership requirement.
Term: until successor is 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:

Members: If there are no members then the directors are members.
Regular meeting: required annually
Quorum: 1/3rd members

Oregon

Our Resources:

Oregon Startup Guide

Directors:

Number: Minimum 1 individual for a mutual benefit or religious. Minimum 3 individuals for a public benefit corporation
Qualifications: Individuals No residency requirement. No membership requirement.
Term: default is 1 year, 5 year maximum
Quorum: majority
Committee: minimum 2 directors

Officers:

A president and a secretary are required.
Two or more offices may be held by the same individual.

Members:

Members: optional
Regular meeting: required annually
Quorum: presence of votes

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

Rhode Island

Our Resources:

Rhode Island Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: default is 1 year, 3 year maximum
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, a secretary, and a treasurer are required.
Term: 1 year
Two or more offices may be held by the same individual, except the offices of president and secretary.

Members:

Members: optional
Regular meeting: required annually
Quorum: 1/10th votes

South Dakota

Our Resources:

South Dakota Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: 1 year
Quorum: majority
Committee: minimum 2 directors

Officers:

A president, one or more vice presidents, a secretary, and a treasurer are required.
Two or more offices may be held by the same individual, if so provided in the bylaws, except for president and secretary.

Members:

Members: optional
Regular meeting: required annually
Quorum: 1/10th votes

Tennessee

Our Resources:

Tennessee Startup Guide

Directors:

Number: minimum 3
Qualifications: Natural persons. No residency requirement. No membership requirement.
Term: default is 1 year, 5 year maximum
Quorum: majority
Committee: minimum 1 natural person who need not be a director

Officers:

A president and a secretary are required.
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, except for president and secretary.

Members:

Members: optional
Regular meeting: required annually
Quorum: 1/10th votes

Texas

Our Resources:

Texas Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: until successor is elected, appointed, or designated and qualified
Quorum: majority
Committee: A management committee must have 2 persons and the majority directors (some exceptions).

Officers:

A president and a secretary are required.
Two or more offices may be held by the same individual, except for president and secretary.

Members:

Members: optional
Regular meeting: required annually
Quorum: 1/10th 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

West Virginia

Our Resources:

West Virginia Startup Guide

Directors:

Number: minimum 3
Qualifications: None. No residency requirement. No membership requirement.
Term: until successor selected and qualified
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.
Two or more offices may be held by the same individual.

Members:

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

Revised November 03, 2017. Complete data last reviewed November 03, 2017.

Nonprofit Governance by State

Compliance Checklist for Nonprofits

Alabama

Alabama

Directors:

Officers:

Members:

Alaska

Alaska

Directors:

Officers:

Members:

Arizona

Arizona

Directors:

Officers:

Members:

Arkansas

Arkansas

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Officers:

Members:

California

California

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Officers:

Members:

Colorado

Colorado

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Officers:

Members:

Connecticut

Connecticut

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Officers:

Members:

District of Columbia

District of Columbia

Directors:

Officers:

Members:

Delaware

Delaware

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Members:

Florida

Florida

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Officers:

Members:

Georgia

Georgia

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Members:

Hawaii

Hawaii

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Officers:

Members:

Idaho

Idaho

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Members:

Illinois

Illinois

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Indiana

Indiana

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Iowa

Iowa

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