Minimum Number of Directors for a NPO

The minimum number of directors for a non profit organization is 1 to 3 in different U.S states. See table below.

Also see:

Minimum number of directors:

The State wise rules for admitting directors on the board of a nonprofit organization are as follows:

State Minimum
**Should Directors be Independent ? Minimum
age prescribed for directors
Alabama 3 No None
Alaska 3 No None
Arizona 1 No None
Arkansas 3 No None
California 3 Not more
than 49% of the board may be interested parties
Colorado 1 No None
Connecticut 3 No None
Delaware 1 No None
District of Columbia 3 No None
Florida 3 No 18
Georgia 1 No 18
Hawaii 3 No None
Idaho 3 No None
Illinois 3 No None
Indiana 3 No None
Iowa 1 No None
Kansas 3 No None
Kentucky 3 No None
Louisiana In bylaws No None
Maine 3 Not more
than 49% of the board may be interested parties
Maryland 1 No None
Massachusetts 3 No None
Michigan 1 No Majority of quorum
must be 18
Minnesota 3 No Majority of quorum
must be 18
Mississippi In bylaws No None
Missouri 3 No None
Montana 3 No None
Nebraska 3 No None
Nevada 1 No 18
New Hampshire 5 Must have
5 not related voting members. Employee cannot chair the board
New Jersey 3 No 18
New Mexico 3 No None
New York 3 No 18
North Carolina 1 No None
North Dakota 3 Not more
than 49% of the board may be interested parties
must be 18
Ohio 3 No None
Oklahoma 1 No None
Oregon 3 No None
Pennsylvania 1 No 18
Rhode Island 3 No None
South Carolina 3 No None
South Dakota 3 No None
Tennessee 3 No None
Texas 0 (3)* No Directors
& Officers must be 18
Utah 3 No None
Vermont 3 No None
Virginia 1 No None
Washington 1 No None
West Virginia 3 No None
Wisconsin 3 No None
Wyoming 3 No None

*As per Texas rules, If a corporation has a board of directors, the minimum is 3. Alternatively, the organization may choose not to have any board of directors by vesting the functions of the board to the members of the organization.

**Some states place an added restriction that ‘Interested party’ cannot be admitted as board members.

‘Interested Party’ in a loose sense of understanding (not in legal language) refers to Individuals who:

a) Have received or are entitled to receive compensation from the nonprofit organization within the previous 12 months, whether as full- or part-time employees, independent contractors, consultants or otherwise, excluding any reasonable payments made to directors for serving as directors; or

b) Any relative of a director including spouse, brother, sister, parent or child.

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About the Author:

Christine J is na associate director and mentor with the Nonprofit Leadership and Philanthropy Program at Austin, Texas Area. As a mentor she guides several non profit organizations in matters of policy formulation, daily operations, governance and accountability.

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3 Responses to “Minimum Number of Directors for a NPO”

  1. nat says:

    When was this updated?

  2. Brenda Bonn says:

    For the state of Wisconsin incorporation form – can board of directors be listed under the non-profit’s address or can they use a business address or must they provide their personal, home address?

  3. Sylvia Medley says:

    What must we do to start a branch of our organization in North Carolina. We are headquarterd in West Virginia?

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