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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.
Qualifications: None. No residency requirement. No membership requirement.
Term: 1 year, 4 year maximum unless the corporation has no members, in which case 6 years is the maximum term
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
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.
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 (Directors younger than 18 years of age may not be counted toward a quorum)
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.
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.
Except in the case of religious corporations, any two or more offices may be held by the same person, except the offices of president and secretary. A religious corporation is not required to have officers.
Members:
Members: optional; required for a cooperative corporation.
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.
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.
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.
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.
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
Qualifications: Natural persons. Majority must be adults. No residency requirement. No membership requirement.
Term: 1 year unless otherwise provided for in the articles or bylaws. A term of a director, other than an ex officio director, may not exceed ten years.
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.
Number: No minimum in most cases. Set by articles or bylaws. If the nonprofit will solicit contributions in the state then at least 3 directors are required.
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.
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.
Qualifications: Individuals. No residency requirement. No membership requirement.
Term: 1 year unless otherwise specified in the articles or bylaws. Except for designated or appointed directors, the terms of directors may not exceed 5 years.
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.
Qualifications: Individuals. No residency requirement. No membership requirement.
Term: 1 year unless otherwise specified in the articles or bylaws. Except for designated or appointed directors, the terms of directors may not exceed 5 years.
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.
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.
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.
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.
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.
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.
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.
Qualifications: Individual. 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 unless otherwise defined in articles or bylaws.
Two or more offices may be held by the same individual.
Members:
Members: optional
Regular meeting: required annually
Quorum: 1/10th votes
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