Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules by State
For an ordinary domestic nonprofit corporation, who may call a board meeting, what notice and quorum are needed, may directors attend remotely or vote by proxy, and what vote takes board action?
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Every entry, oldest check September 30, 2026
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What this survey covers
The table covers meetings of the board of an ordinary domestic nonprofit or nonstock corporation. It compares how directors get to a meeting, who is counted, and what vote takes action. A written consent without a meeting and a members' meeting use different rules.
Notice, presence, and votes are separate questions
Florida § 617.0820 ordinarily lets the chair, president, or 20 percent of sitting directors call a board meeting and sets a two-day special-meeting notice default. Texas §§ 22.213 and 22.215 allow a document-authorized written director proxy to vote but do not count that proxy toward quorum. Virginia § 13.1-868 currently bars proxy voting except under its cited agreement provision; its replacement text takes effect January 1, 2027. Wyoming § 17-19-822 adds seven-day written notice for specified memberless-corporation board decisions. The rows keep those mechanics apart so a permission to vote does not silently become permission to count toward quorum.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing law and documents | Meeting type, caller, and place | Regular meeting notice | Special meeting notice | Notice waiver and objection | Remote attendance | Quorum and minimum | Director proxy | Vote and assent |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-30 | Chapter 10A-3A nonprofit corporations; certificate/bylaws vary stated defaults, subject to one-third quorum floor (§§ 10A-3A-8.20, -8.22, -8.24). |
Regular or special, in/out of Alabama; §§ 8.20, 8.22 name no general caller; organization meeting called by majority of named directors or incorporators (§§ 10A-3A-8.20, -2.04). |
No place/date/time/purpose notice by default unless certificate/bylaws provide otherwise (§ 10A-3A-8.22(a)). |
At least two days' place/date/time notice by default; purpose only if certificate/bylaws require (§ 10A-3A-8.22(b)). |
Signed written waiver delivered for records; attendance waives unless opening/arrival objection followed by no favorable vote or assent (§ 10A-3A-8.23). |
All participating directors must hear each other simultaneously; qualifying director deemed present unless certificate/bylaws restrict (§ 10A-3A-8.20(b)). |
Default majority of specified/fixed board size; certificate/bylaws may change number but not below one-third of that size (§ 10A-3A-8.24(a)-(b)). |
Board-vote rule counts directors present and provides no director-proxy voting procedure (§ 10A-3A-8.24(c)). |
At quorum when vote taken, majority present unless greater vote required; present director deemed assenting absent specified objection or recorded/delivered dissent (§ 10A-3A-8.24(c)-(d)). |
| Alaska verified 2026-09-30 | Alaska Nonprofit Corporation Act, AS 10.20; bylaws govern ordinary board notice, and articles/bylaws may require greater quorum or vote (§§ 10.20.056, .106, .116). |
Regular/special meetings at designated place in/out state, remotely, or hybrid; ordinary caller per bylaws; first organizational meeting called by majority incorporators (§§ 10.20.056, .116, .166). |
May be held with or without notice as bylaws prescribe (§ 10.20.116(b)). |
Must follow notice prescribed in bylaws; purpose omitted unless bylaws require it; first organizational meeting separately needs three days' mailed notice (§§ 10.20.116(b), .166). |
Signed written waiver before/after is equivalent to notice; attendance waives unless director attends expressly to object to unlawful call/convening (§§ 10.20.116(b), .690). |
Remote or hybrid meeting allowed; communication must let participants communicate and hear one another substantially simultaneously (§§ 10.20.116(a), .920(10); 10.06.990(37)). |
Majority of director number fixed by bylaws, otherwise articles; governing documents may require more, not less (§ 10.20.106). |
§ 10.20.071(b) allows member proxy; § 10.20.106 counts directors present for board action and gives no director-proxy procedure. |
Majority of directors present at quorate meeting; articles/bylaws may require a greater number (§ 10.20.106). |
| Arizona verified 2026-09-30 | Arizona nonprofit-corporation provisions in Title 10, chapters 24–40; articles/bylaws vary stated meeting defaults, with a one-third quorum floor (§§ 10-3820, -3822–3824). |
Time/place fixed by bylaws or board makes a regular meeting; otherwise special; either in/out of AZ; presiding officer, president, or 20% of directors in office may call unless documents vary (§§ 10-3820(a)-(b), -3822(d)). |
No date/time/place/purpose notice by default unless documents or special memberless-corporation rule require (§ 10-3822(a), (c)). |
Ordinarily ≥2 days' date/time/place notice; purpose only if documents require; memberless director-removal or member-equivalent vote needs ≥2 days' written matter notice (§ 10-3822(b)-(c)). |
Written signed or electronic waiver before/after, filed with records; attendance waives absent prompt objection and no later favorable vote or assent (§ 10-3823). |
Unless documents vary, simultaneous hearing among participating directors; qualifying remote director deemed present in person (§ 10-3820(c)). |
Majority of fixed seats, or prescribed variable-range number (otherwise directors in office); documents may lower to ≥one-third and preserve opening quorum after departures (§ 10-3824(a)-(c)). |
Only if articles/bylaws authorize; signed appointment effective on secretary's receipt, one-month default term, revocable; quorum rule measures directors present without separate proxy-count instruction (§ 10-3824(a), (g)). |
Quorum when vote taken unless document-preserved opening quorum; majority present unless documents demand more; present director assents absent objection or timely dissent/abstention (§ 10-3824(c)-(f)). |
| Arkansas verified 2026-09-30 | 1993 nonprofit act governs post-1993 domestic nonprofits and older opt-ins; articles/bylaws may vary ordinary notice, remote attendance and quorum (§§ 4-33-1701, -820, -822, -824). |
Bylaw/board-fixed time and place is regular, others special; in/out of state; presiding officer, president or 20% of sitting directors may call unless documents differ (§§ 4-33-820, -822(d)). |
No notice by default unless articles/bylaws or memberless-board special matter require it (§ 4-33-822(a), (c)). |
Default at least 2 days' date/time/place notice to each director, purpose unnecessary; memberless director removal/member-level approval requires 7 days' written vote notice or waiver (§ 4-33-822(b)–(c)). |
Signed written waiver filed in records; facsimile signed waiver valid; attendance waives unless timely lack-of-notice objection without later favorable vote/assent (§ 4-33-823). |
Unless articles/bylaws differ, all directors must hear one another simultaneously; qualifying participant deemed present (§ 4-33-820(c)). |
Default majority of directors in office before meeting; articles/bylaws may vary; § 4-33-824(a) states no numerical floor. |
Board vote measured by directors present, including qualifying remote participants (§§ 4-33-820(c), -824(b)). |
Quorum at vote; majority of directors present unless act/articles/bylaws demand more; favorable vote after notice objection waives it (§§ 4-33-824(b), -823(b)). |
| California verified 2026-09-30 | Public-benefit, mutual-benefit, and religious corporations use parallel board rules; articles/bylaws may vary stated defaults, but cannot remove special-meeting notice or permit a submajority vote (§§ 5211, 7211, 9211). |
Chair, president, any vice president, secretary, or two directors may call; meeting place may be inside or outside California as noticed or set by bylaws/board (§§ 5211(a)(1),(5), 7211(a)(1),(5), 9211(a)(1),(5)). |
No notice needed if time and place are fixed by bylaws or board; documents may vary default; notice/waiver need not state purpose (§§ 5211(a)(2), 7211(a)(2), 9211(a)(2)). |
Default: four days by first-class mail or 48 hours personally, by telephone/voice message, or corporate electronic transmission; notice cannot be dispensed with; purpose need not be stated (§§ 5211(a)(2), 7211(a)(2), 9211(a)(2)). |
Written waiver, meeting consent, or minutes approval before/after, or attendance without protesting before or at start, excuses notice; file writing in records/minutes (§§ 5211(a)(3), 7211(a)(3), 9211(a)(3)). |
Conference phone/video counts as presence if all can hear; other electronic transmission also needs concurrent communication and ability to propose/object (§§ 5211(a)(6), 7211(a)(6), 9211(a)(6)). |
Majority of authorized seats; public/mutual articles or bylaws may lower to greater of one-fifth or two (one if one authorized); religious section states majority default without that express floor (§§ 5211(a)(7), 7211(a)(7), 9211(a)(7)). |
Each director has one vote and may not vote by proxy; proxy cannot supply an attending director or board vote (§§ 5211(c), 7211(c), 9211(c)). |
At a duly held meeting with quorum, majority of directors present acts; documents cannot lower vote; after quorum withdrawal, at least majority of required quorum must approve (§§ 5211(a)(8), 7211(a)(8), 9211(a)(8)). |
| Colorado verified 2026-09-30 | Colorado nonprofit corporation, Title 7 arts. 121-137; bylaws may vary stated defaults, with statutory quorum and proxy limits (§§ 7-128-201, -203, -205). |
Regular or special, in/out of Colorado; §§ 7-128-201 and -203 do not name a general caller; initial organization caller is majority of incorporators or named directors (§§ 7-128-201, 7-122-105). |
No date/time/place/purpose notice by default; bylaws or governing act may require it (§ 7-128-203(1)). |
At least two days' date/time/place notice by default; purpose only if act/bylaws require; residential nonprofits have separate access rules (§ 7-128-203(2)-(3)). |
Signed written waiver effective before/after; attendance waives unless timely defective-notice or purpose objection without later favorable vote/assent (§ 7-128-204). |
All participating directors must be able to hear each other; qualifying remote director deemed present unless bylaws vary (§ 7-128-201(2)). |
Default majority of directors in office before meeting; bylaws may lower to one-third of fixed board or applicable range measure; one director minimum board (§§ 7-128-205(1)-(2), 7-128-103(1)). |
If bylaws permit: signed written, directed vote on reasonably specific proposal, to director present; counts toward proposal quorum and vote; otherwise restricted (§ 7-128-205(4)). |
At quorum when vote taken, majority of directors present unless act/bylaws require more; present director deemed assenting absent timely objection or recorded/delivered dissent (§ 7-128-205(3), (5)-(6)). |
| Connecticut verified 2026-09-30 | Revised Nonstock Corporation Act, §§ 33-1000–1290; certificate/bylaws may vary notice, remote attendance and quorum subject to statutory floor (§§ 33-1095, -1098, -1100). |
Regular/special meetings in/out of state; bylaws may provide special-meeting demand; court may order meeting on specified director application (§§ 33-1095(a), -1096(a)). |
Default none for date/time/place/purpose; bylaw adoption, amendment or repeal needs written notice stating it (§ 33-1098(a)). |
Default at least 2 days' notice of date/time/place; purpose usually unnecessary, but bylaw action needs written notice stating it (§ 33-1098(b)). |
Signed written waiver before/after, filed in records; attendance waives absent prompt meeting objection and no later vote/assent (§ 33-1099). |
Unless certificate/bylaws differ, all participants must simultaneously hear one another; qualifying director deemed present (§ 33-1095(b)). |
Default majority of fixed seats, or prescribed number for variable board; if no prescribed number, sitting directors; documents may lower to at least 1/3, never below 2 (§ 33-1100(a)–(b)). |
Board vote uses directors present, including qualifying remote participants; § 33-1100(c) measures their affirmative votes, without a director-proxy procedure. |
Quorum required at vote; majority of directors present unless act/documents require more; present director deemed assenting unless timely objection or recorded/written dissent or abstention (§ 33-1100(c)–(d)). |
| Delaware verified 2026-09-30 | Delaware General Corporation Law, Title 8 ch. 1; § 141 applies to nonstock governing body; certificate/bylaws shape meeting rules (§§ 109(b), 114, 141(j)). |
Certificate/bylaws govern ordinary call; governing-body meetings may be outside Delaware unless restricted (§§ 109(b), 141(g), (j)). |
Check certificate/bylaws for required notice; waiver follows § 229 (§§ 109(b), 229). |
Check certificate/bylaws for required notice; waiver follows § 229 (§§ 109(b), 229). |
Signed writing or electronic waiver before/after; attendance waives unless director objects at outset to unlawfully called/convened meeting (§ 229). |
Conference telephone or other equipment letting all participants hear each other; counts as presence unless certificate/bylaws restrict (§ 141(i)). |
Default majority of total body; bylaws may lower to one-third unless certificate differs; nonstock certificate may authorize below one-third (§ 141(b), (j)). |
Board rule counts governing-body members present; § 215(b) member proxy applies to member meetings, not a director-proxy procedure (§§ 141(b), 215(b)). |
Default majority of members present at quorum, subject to higher certificate/bylaw vote; certificate may assign unequal voting powers (§ 141(b), (d), (j)). |
| District of Columbia verified 2026-09-30 | D.C. Nonprofit Corporation Act, Title 29 ch. 4; articles/bylaws may vary meeting defaults subject to quorum floor (§§ 29-406.20, -406.22, -406.24). |
Regular/special meetings in or outside D.C.; chair, highest ranking officer, or 20% of sitting directors may call and give notice by default (§§ 29-406.20(a), -406.22(c)). |
Notice of date/time/place or purpose by default; one notice may cover the year’s regular schedule or shorter period (§ 29-406.22(a)). |
At least two days’ date/time/place notice by default; purpose unnecessary unless articles/bylaws require; documents may change period (§ 29-406.22(b)). |
Signed record waiver before/after, filed with records; attendance waives unless timely objection and no favorable vote/assent (§ 29-406.23). |
Simultaneous hearing for all participating directors; remote participant deemed present unless articles/bylaws provide otherwise (§ 29-406.20(b)). |
Default majority of directors in office before meeting; documents may reduce no lower than greater of one-third of directors in office or two (§ 29-406.24(a)–(b)). |
Board rule counts directors present and supplies no director-proxy voting procedure (§ 29-406.24(c)). |
Quorum at vote, then majority of directors present unless documents require more; present director deemed to assent absent timely objection or recorded dissent/abstention (§ 29-406.24(c)–(e)). |
| Florida verified 2026-09-30 | Florida nonprofit corporation; articles/bylaws vary several meeting defaults, subject to statutory quorum floor (Fla. Stat. §§ 617.0820, .0824). |
Regular or special, in or out of Florida; chair, president/similar officer, or 20% of directors may call unless articles/bylaws vary (§ 617.0820(1), (3)). |
No date, time, place, or purpose notice by default; articles/bylaws may set longer or shorter notice (§ 617.0820(5)). |
At least two days' date/time/place notice by default; purpose omitted unless articles/bylaws require; documents may vary period (§ 617.0820(6)). |
Signed waiver before/after or attendance waives notice; timely opening/arrival objection preserves it if director then does not vote or consent (§ 617.0823). |
Simultaneous hearing for all participating directors; remote director deemed present in person unless articles/bylaws vary (§ 617.0820(4)). |
Default majority of prescribed board; articles may lower to at least one-third; directors under 18 excluded from quorum (§ 617.0824(1)-(2)). |
Board-vote text counts directors present and gives no director-proxy voting route; member proxy rules are separate (§ 617.0824(3)). |
At quorum, majority of directors present at vote unless documents demand more; present director deemed assenting unless timely objection, no vote, or abstention (§ 617.0824(3)-(4)). |
| Georgia verified 2026-09-30 | Georgia nonprofit board under §§ 14-3-820, 822-824; articles/bylaws may vary named meeting and notice defaults, subject to the statute's vote and proxy rules. |
Fixed time/place makes regular meeting; all others special; chair, CEO, or ≥20% of directors in office may call special meeting; in/out of Georgia (§ 14-3-820(a)-(b)). |
No date, time, place, or purpose notice by default unless articles/bylaws change it; amendment/removal matter has separate notice (§ 14-3-822(a),(c)). |
At least two days to each director with date, time, place, normally no purpose; amendment/removal meeting notice includes purpose/proposed amendment; documents may vary (§ 14-3-822(b)-(d)). |
Signed written/electronic waiver before/after, delivered to corporation; attendance waives unless timely objection and no later favorable vote/assent (§ 14-3-823). |
Unless documents vary, communication must let all participating directors hear each other simultaneously; qualifying participation is presence in person (§ 14-3-820(c)). |
Fixed board: majority of fixed seats; variable board: majority prescribed or, if none prescribed, in office before meeting; lower document-set floor one-third fixed/prescribed (§ 14-3-824(a)-(b)). |
Director may not vote by proxy at board meeting (§ 14-3-824(f)). |
Quorum at vote; majority of directors present unless greater rule; present director deemed assenting unless timely objection, recorded dissent/abstention, or written notice (§ 14-3-824(c)-(e)). |
| Hawaii verified 2026-09-30 | Hawaii Nonprofit Corporations Act, ch. 414D; articles/bylaws may vary meeting defaults, subject to a quorum floor (§§ 414D-143, -145, -147). |
Fixed by bylaws/board = regular; otherwise special. Meetings may be in or out of state; presiding officer, president, or 20% of sitting directors may call by default (§§ 414D-143, -145(d)). |
No notice by default, unless articles, bylaws, or memberless-corporation rule require it (§ 414D-145(a), (c)). |
At least two days' date/time/place notice to each director; no purpose required by default. Certain memberless decisions need seven days' matter-specific notice or waiver (§ 414D-145(b)-(c)). |
Written, signed waiver filed with minutes/records at any time; attendance waives unless timely objection to missing notice and no later favorable vote or assent (§ 414D-146). |
Any means allowing all participants to hear each other simultaneously; remote director deemed present in person unless articles/bylaws differ (§ 414D-143(c)). |
Default majority of directors in office just before meeting; articles/bylaws cannot set below greater of one-third of directors in office or two (§ 414D-147(a)). |
Board-vote rule counts directors present and gives no director-proxy procedure (§ 414D-147(b)). |
With quorum when vote taken, majority of directors present acts unless chapter, articles, or bylaws demand more (§ 414D-147(b)). |
| Idaho verified 2026-09-30 | Idaho Nonprofit Corporation Act, Title 30, Ch. 30; articles/bylaws vary board meeting defaults subject to quorum floor and memberless notice (§§ 30-30-612, -614, -616). |
Board/bylaw-fixed time and place makes regular; otherwise special; inside/outside Idaho; presiding officer, president, or 20% of directors call by default (§§ 30-30-612, -614(4)). |
No notice by default unless articles/bylaws or memberless-matter rule require it (§ 30-30-614(1), (3)). |
At least two days' date/time/place notice, not purpose, by default; memberless specified votes need seven days' written notice or waiver (§ 30-30-614(2)-(3)). |
Signed writing filed with minutes/records, or attendance; preserve objection on arrival or before vote and do not vote/assent (§ 30-30-615). |
Any means allowing all participating directors to hear one another simultaneously; deemed present unless articles/bylaws vary (§ 30-30-612(3)). |
Default majority of directors in office just before meeting; documents cannot lower below greater of one-third of that number or two (§ 30-30-616(1)). |
Board quorum and vote count directors in office and present; §§ 30-30-612, -616 give no director-proxy route. |
Quorum required at vote; majority of directors present acts unless Act/articles/bylaws require more (§ 30-30-616(2)). |
| Illinois verified 2026-09-30 | Illinois General Not For Profit Corporation Act; articles/bylaws may vary quorum and restrict remote participation; bylaws prescribe meeting notice (§§ 108.05, 108.15, 108.25). |
Regular or special board meetings may be inside or outside Illinois; consult bylaws for caller (§§ 108.20, 108.25). |
Notice as bylaws prescribe (§ 108.25). |
Notice as bylaws prescribe; special director-removal meeting under § 108.35(b) needs written notice to all directors at least 20 days ahead (§ 108.25). |
Attendance waives notice unless director attends expressly to object that meeting was not lawfully called or convened; purpose ordinarily need not be stated (§ 108.25). |
Conference telephone or other equipment allowing everyone to communicate; participation is attendance/presence unless articles or bylaws prohibit (§ 108.15(c)). |
Majority of directors then in office by default; articles/bylaws may vary but floor is one-third of directors then in office (§ 108.15(a)). |
No director may act by proxy on any matter (§ 108.05(d)). |
At a meeting with quorum, majority of directors present acts; articles/bylaws may require greater number (§ 108.15(b)). |
| Indiana verified 2026-09-30 | Indiana Nonprofit Corporation Act, IC 23-17; articles/bylaws vary meeting defaults but cannot lower quorum below greater of one-third or two (§§ 23-17-15-1, -3, -5). |
Time/place fixed by bylaws or board makes meeting regular, otherwise special; in/out of IN; presiding officer, president, or 20% of sitting directors may call unless documents vary (§§ 23-17-15-1(a)-(b), -3(c)). |
No date/time/place/purpose notice by default unless articles/bylaws provide otherwise (§ 23-17-15-3(a)). |
Ordinarily ≥2 days' date/time/place notice to each director; purpose only if documents require, but bylaw-amendment meeting has special purpose/text notice (§§ 23-17-15-3(b), 23-17-18-1(b)). |
Signed written waiver filed with minutes/records; attendance waives absent prompt objection and no favorable vote/assent (§ 23-17-15-4). |
Unless documents vary, communication allowing all participants simultaneously to hear one another; qualifying director present in person (§ 23-17-15-1(c)). |
Majority of directors in office immediately before meeting; articles/bylaws cannot go below greater of one-third of directors in office or two (§ 23-17-15-5(a)). |
Ordinary board vote uses directors present in person; proxy exception only for qualifying electric-cooperative mutual benefit corporation with IC 8-1-13 corporate member; proxy appointment conditions in § 5.5 (§§ 23-17-15-5(b), -5.5). |
Quorum in person at vote; majority of directors present in person, or qualifying cooperative directors present by proxy, unless greater vote required (§ 23-17-15-5(b)). |
| Iowa verified 2026-09-30 | Revised Iowa Nonprofit Corporation Act, Chapter 504; articles/bylaws may vary ordinary notice, remote attendance and quorum subject to 1/3 floor (§§ 504.821, .823, .825). |
Bylaw/board-fixed time and place makes regular meeting; others special; in/out of Iowa; presiding officer, president or 20% of directors in office may call unless documents differ (§§ 504.821, .823(4)). |
No notice by default; articles/bylaws or memberless-board special matter may require it (§ 504.823(1), (3)). |
Default at least 2 days' date/time/place notice to each director, no purpose; memberless removal/member-level matter requires 7 days' written vote notice or waiver (§ 504.823(2)–(3)). |
Signed written waiver filed with records; attendance waives unless timely lack-of-notice objection and no later favorable vote/assent (§ 504.824). |
Unless articles/bylaws differ, simultaneous hearing by all participants; qualifying director deemed present (§ 504.821(3)). |
Default majority of directors in office immediately before meeting; articles/bylaws cannot authorize fewer than 1/3 of directors in office (§ 504.825(1)–(2)). |
Board vote measured by directors present, including qualifying remote participants (§§ 504.821(3), .825(3)). |
Quorum required at vote; majority of directors present unless chapter/articles/bylaws demand more; present director deemed assenting absent objection or recorded/written dissent or abstention (§ 504.825(3)–(5)). |
| Kansas verified 2026-10-01 | Kansas General Corporation Code applies § 17-6301 to nonstock governing body; articles may alter its management and quorum rules, and bylaws may regulate affairs consistently with law/articles (§§ 17-6009, 17-6301(j)). |
No ordinary regular/special classification or default caller in board section; consult documents. Board may meet outside Kansas unless articles/bylaws restrict (§§ 17-6009(b), 17-6301(g)). |
No general ordinary-board notice period or contents in § 17-6301; consult articles/bylaws. Organization meeting has a separate rule (§§ 17-6008(b), 17-6009(b)). |
No general ordinary-board special-meeting lead time, caller, or purpose rule in § 17-6301; consult articles/bylaws (§ 17-6009(b)). |
No general ordinary-board waiver or objection method in § 17-6301; consult documents. Attendance/waiver rule in § 17-6008(b) concerns organization meeting only. |
Conference telephone or other equipment through which all participants can hear one another; counts as presence in person unless articles/bylaws restrict (§ 17-6301(i)). |
Default majority of total directors; articles/bylaws may raise it, bylaws ordinarily may lower to one-third unless articles bar; nonstock articles may set below one-third (§ 17-6301(b), (j)). |
§ 17-6505(b) permits member proxies at member meetings; § 17-6301(b) measures board votes by directors present and supplies no board-proxy procedure. |
At a meeting with quorum, majority of directors present acts unless articles/bylaws require more; articles may weight director votes (§ 17-6301(b), (d), (j)). |
| Kentucky verified 2026-09-30 | KRS Chapter 273 nonprofit board rules; articles/bylaws may vary quorum and remote-meeting default; bylaws set notice (§§ 273.217, .223). |
Regular or special meeting in/out of Kentucky; on application of 1/3 of incumbent directors, Circuit Court may order a special meeting (§ 273.223(1), (4)). |
As bylaws prescribe; if silent, at least 2 days' notice of time, date and place; purpose unnecessary (§ 273.223(1)–(2)). |
As bylaws prescribe; if silent, at least 2 days' notice of time, date and place; purpose unnecessary (§ 273.223(1)–(2)). |
Signed written waiver before/after notice time; attendance waives unless solely to object to unlawful call or convening (§§ 273.373, .223(3)). |
Unless articles/bylaws differ, board may allow simultaneous two-way communication; participating director is present in person (§ 273.217(2)). |
Default majority of director number fixed by bylaws, or articles if bylaws silent; articles/bylaws may vary (§ 273.217(1)). |
Director may not vote by proxy, whether or not corporation has members (§ 273.217(4)). |
Majority of directors present at meeting with quorum; higher vote under act, articles or bylaws controls (§ 273.217(3)). |
| Louisiana verified 2026-09-30 | Title 12, Chapter 2 nonprofit corporations; articles/bylaws may prescribe director meeting rules subject to § 12:224(E), (G). |
§ 12:224(E) does not split regular/special board meetings; majority may choose place in/out of state, or call may fix it; articles/bylaws may prescribe (§ 12:224(E)(5)). |
Board-meeting notice as bylaws provide; § 12:224(E)(6) states no fixed day count or separate regular-meeting period. |
Board-meeting notice as bylaws provide; § 12:224(E)(6) states no fixed day count or separate special-meeting period. |
Present director deemed notified/waived; written waiver anytime, no purpose recital; remote object-only participation is not presence (§ 12:224(E)(6), (10)). |
Conference telephone, facsimile or similar equipment allowing all to communicate; counts as presence except participation solely to object to unlawful call/convening (§ 12:224(E)(10)). |
Default majority of board; after quorum at convening, business continues despite withdrawals, with vote of majority of that quorum (§ 12:224(E)(7)). |
Only if articles allow: absent director's written general/special instructions, vote cast by another director or member; otherwise no proxy right (§ 12:224(G)). |
Default majority of directors present with quorum; after withdrawals, majority of original quorum needed; articles/bylaws may prescribe otherwise (§ 12:224(E)(7)). |
| Maine verified 2026-09-30 | Maine Nonprofit Corporation Act, Title 13-B; articles/bylaws set notice and may vary quorum/vote subject to one-fifth quorum floor (§§ 705-706). |
Regular or special, in or out of Maine; special call by chair, president, conditional vice-president, two directors, or bylaw-authorized person (§§ 705(1), 706(2)). |
Notice as bylaws prescribe; business/purpose need not be stated unless articles, bylaws, or act require (§ 705(1)). |
Notice as bylaws prescribe; business/purpose need not be stated unless articles, bylaws, or act require (§ 705(1)). |
Attendance waives notice unless director attends expressly to object; absent director's prompt written objection prevents ratification of defective call/notice (§§ 705(1), 708(2)-(3)). |
Conference telephone or similar equipment lets all participants hear each other; counts as presence in person unless articles/bylaws restrict (§ 705(2)). |
Default majority of directors fixed by bylaws, otherwise articles; documents may vary but not below one-fifth of fixed/stated board (§ 706(1)). |
Board action is a majority of directors present at quorum; § 706 states no director-proxy procedure (§ 706(1)). |
Majority of directors present at quorate meeting, unless act, articles, or bylaws require more (§ 706(1)); defective-call ratification has prompt-objection rule (§ 708(2)-(3)). |
| Maryland verified 2026-09-30 | General corporation law applies to nonstock corporations unless context or a specific rule differs; charter/bylaws control stated defaults (§§ 5-201, 5-202, 2-408, 2-409). |
Regular or special, at any place in/out of Maryland or remotely unless bylaws vary; § 2-409 gives no later caller; organization meeting: majority of incorporators or one-third of named directors (§§ 2-409(a), 5-203). |
Notice as bylaws provide; by default written or electronic, with no required business/purpose statement; § 2-409(b) sets no day count. |
Notice as bylaws provide; by default written or electronic, with no required business/purpose statement; § 2-409(b) sets no day count. |
Written/electronic waiver filed with meeting records, or presence, waives required notice; action dissent needs the separate § 2-410 record steps (§§ 2-409(c), 2-410). |
Conference telephone or other equipment allowing all participants to hear one another simultaneously; counts as presence in person unless charter/bylaws restrict (§ 2-409(d)). |
Default majority of entire board; bylaws may lower to one-third, but at least two on a two- or three-director board; sole director alone (§ 2-408(b)). |
Board-action rule measures directors present; it states no director-proxy route; § 5-202(b)(8) addresses member proxies separately (§§ 2-408(a), 5-202(b)). |
Default majority of directors present at quorum; charter/bylaws may require more and nonstock charter/bylaws may set director-vote proportion; present director presumed to assent absent recorded dissent (§§ 2-408(a), 5-202(b)(7), 2-410). |
| Massachusetts verified 2026-09-30 | Chapter 180 nonprofit; § 10C applies Chapter 156B, §§ 56–59, subject to Chapter 180; bylaws control several meeting defaults (ch. 180, §§ 6A, 10C). |
Director meetings may be in/out of MA; ch. 180 lets bylaws determine meeting-calling manner; § 56 supplies no standalone caller (ch. 180, § 6A; ch. 156B, § 56). |
Without notice if time/place fixed by bylaws or board, unless bylaws provide otherwise (ch. 156B, § 56). |
Notice required; bylaws may define proper notice; purpose omitted unless bylaws require it (ch. 156B, §§ 56, 58). |
Executed written waiver before/after filed with meeting records, or attendance without protest before/at start (ch. 156B, § 58). |
Unless articles/bylaws vary, conference telephone or similar equipment allowing all to hear each other at once; presence in person (ch. 156B, § 59). |
Majority of directors then in office unless bylaws provide otherwise (ch. 156B, § 57). |
Board action is by directors present; Chapter 180's express proxy language concerns members; no separate director-proxy procedure stated in these board sections (ch. 180, § 6A; ch. 156B, § 57). |
At quorum, majority of directors present may act unless law, articles, or bylaws require more; § 57 states no separate deemed-assent procedure (ch. 156B, § 57). |
| Michigan verified 2026-09-30 | Michigan Nonprofit Corporation Act; bylaws prescribe regular/special meeting notice and may vary quorum, while articles/bylaws may restrict remote participation (§§ 450.2521, 450.2523). |
Regular or special board meeting inside/outside Michigan; consult bylaws for caller (§ 450.2521(1)-(2)). |
With or without notice as bylaws prescribe; purpose need not be stated unless bylaws require (§ 450.2521(2)). |
Notice as bylaws prescribe; business/purpose need not be stated unless bylaws require (§ 450.2521(2)). |
Attendance/participation waives notice unless director objects at start/arrival and then does not vote for or assent to action (§ 450.2521(2)). |
Unless articles/bylaws restrict, conference telephone or other remote communication allowing all participants to communicate; counts as in-person attendance (§ 450.2521(3)). |
Majority of directors then in office by default; documents may vary, but board floor is one-third then in office (§ 450.2523(1)). |
Board action rule counts directors present at meeting; separate §450.2421(1) permits an election-of-directors proxy in a directorship corporation (§§ 450.2523(1), 450.2421(1)). |
At quorum, majority of members present acts; statute/articles/bylaws may require greater vote (§ 450.2523(1)). |
| Minnesota verified 2026-09-30 | Chapter 317A nonprofit corporations; articles/bylaws may vary meeting place, annual frequency, caller/notice, quorum and greater vote as specified (§§ 317A.231, .235, .237). |
At least annual meeting by default; any director may call unless documents vary; articles/bylaws set place, else registered office (§ 317A.231(1), (4)). |
No notice if day/date, time and place appear in articles/bylaws or were announced at prior board meeting (§ 317A.231(4)(b)). |
Director-called meeting: five days' date/time/place notice to all directors unless articles/bylaws vary; article amendment substance must appear (§ 317A.231(4)(a)). |
Waiver may be written, oral, authenticated electronic or by attendance; opening objection preserves lack-of-notice point only if director does not participate (§ 317A.231(5)). |
Entirely remote meeting with required notice and quorum; individual may use conference telephone or board-authorized other reciprocal communication; counts as presence (§ 317A.231(2)-(3)). |
Default majority of directors currently in office; documents may vary but not below one-third; once quorum present at convening, business may continue after departures (§ 317A.235). |
Proxy voting expressly prohibited (§ 317A.237). |
Affirmative majority of voting directors present and entitled at duly held meeting unless chapter/articles/bylaws require more (§ 317A.237). |
| Mississippi verified 2026-09-30 | Mississippi Nonprofit Corporation Act, Title 79 Ch. 11; articles/bylaws may vary ordinary notice, remote participation and quorum (§§ 79-11-145, -255, -259, -263). |
Regular or special meetings in/out of Mississippi; bylaws may regulate meeting calls (§§ 79-11-145, -255). |
No date/time/place/purpose notice by default; articles/bylaws may require it (§ 79-11-259(1)). |
Default at least 2 days' notice of date/time/place; purpose unnecessary unless articles/bylaws require; documents may vary period (§ 79-11-259(2)). |
Signed written waiver before/after, filed with minutes/records; attendance waives unless prompt meeting objection without later vote/assent (§ 79-11-261). |
Unless articles/bylaws differ, means letting all directors simultaneously hear one another; participating director deemed present (§ 79-11-255(2)). |
Default majority of directors in office immediately before meeting; act/articles/bylaws may provide otherwise (§ 79-11-263(1)). |
Board vote measured by directors present; qualifying remote participants count as present (§§ 79-11-255(2), -263(2)). |
Quorum at vote; majority of directors present unless act/articles/bylaws require more; present director deemed assenting absent objection or recorded/written dissent or abstention (§ 79-11-263(2)–(3)). |
| Missouri verified 2026-09-30 | Missouri nonprofit corporation; articles/bylaws may vary meeting and notice defaults, but cannot lower the statutory quorum floor (Mo. Rev. Stat. §§ 355.376, .386, .401). |
Bylaw-fixed or periodic meetings are regular; others special; either may be in or out of state. Presiding officer, president, or 20% of sitting directors may call by default (§§ 355.376(1)-(2), .386(3)). |
No notice by default unless articles/bylaws provide otherwise (§ 355.386(1)). |
At least two days' notice to each director of date, time, place, and purpose by default; articles/bylaws may vary (§ 355.386(2)). |
Signed written waiver filed with minutes/records, or attendance; object on arrival or before vote on an unnotified matter and do not vote for or assent to it (§ 355.391). |
Board may allow a means by which all participating directors simultaneously hear one another; participant deemed present in person unless articles/bylaws vary (§ 355.376(3)). |
Default majority of directors in office just before meeting; articles/bylaws cannot set below the greater of one-third of sitting directors or two (§ 355.401(1)). |
Board quorum and vote provisions count directors in office and present; they state no director-proxy voting procedure (§ 355.401). |
With quorum present at the vote, majority of directors present acts for board unless statute, articles, or bylaws require more (§ 355.401(2)). |
| Montana verified 2026-09-30 | Montana Nonprofit Corporation Act, Title 35 ch. 2; articles/bylaws may vary meeting defaults subject to quorum floor (§§ 35-2-427, -429, -431). |
Fixed by bylaws/board = regular; otherwise special. In/out of state; presiding officer, president, or 20% of sitting directors may call by default (§§ 35-2-427, -429(4)). |
No notice by default unless articles, bylaws, or memberless-corporation rule require it (§ 35-2-429(1), (3)). |
At least two days' date/time/place notice to each director; no purpose by default. Certain memberless decisions need seven days' written matter-specific notice or waiver (§ 35-2-429(2)-(3)). |
Signed written waiver at any time, filed with minutes/records; attendance waives unless timely lack-of-notice objection and no favorable vote or assent (§ 35-2-430). |
Any means allowing all participating directors to hear each other simultaneously; remote director considered present unless articles/bylaws differ (§ 35-2-427(3)). |
Default majority of directors in office just before meeting; articles/bylaws cannot set below greater of one-third of sitting directors or two (§ 35-2-431(1)). |
Board-vote text counts directors present and gives no director-proxy procedure (§ 35-2-431(2)). |
With quorum when vote taken, majority of directors present acts unless chapter, articles, or bylaws require more (§ 35-2-431(2)). |
| Nebraska verified 2026-09-30 | Nebraska Nonprofit Corporation Act; articles/bylaws vary meeting, notice, remote, and vote defaults within statutory limits (Neb. Rev. Stat. §§ 21-1980, -1982, -1984). |
Time/place fixed by board or bylaws means regular; otherwise special; inside/outside Nebraska; presiding officer, president, or 20% of sitting directors call by default (§§ 21-1980, -1982(d)). |
No notice by default unless articles/bylaws or memberless special-matter rule require it (§ 21-1982(a), (c)). |
At least two days' date/time/place notice to each director by default, not purpose; memberless specified matters need seven days' written notice or waiver (§ 21-1982(b)-(c)). |
Signed written waiver filed with minutes/records, or attendance; preserve objection on arrival or before vote and do not vote/assent (§ 21-1983). |
Any means allowing participating directors to hear each other simultaneously; deemed present, unless articles/bylaws restrict (§ 21-1980(c)). |
Default majority of directors in office just before meeting; document-set quorum no lower than greater of one-third in office or two (§ 21-1984(a)). |
Board quorum and vote use directors in office and present; §§ 21-1980, -1984 give no director-proxy voting or quorum route. |
With quorum at vote, majority of directors present acts unless Act/articles/bylaws demand more (§ 21-1984(b)). |
| Nevada verified 2026-09-30 | NRS Chapter 82; articles/bylaws govern meeting manner and may vary board quorum and restrict remote attendance (§§ 82.266, .271). |
Articles/bylaws provide meeting manner and place in/out of Nevada; cited board-meeting provisions do not designate a default caller (§§ 82.266, .271). |
Articles/bylaws govern meeting manner; § 82.281 supplies all-voter consent/ratification routes for a meeting irregular for want of notice. |
Articles/bylaws govern meeting manner; § 82.281 addresses consent/ratification after irregular call or notice, without a day-count default. |
All voting persons can validate irregular meeting by recorded written/oral consent or participation without objection; all-voter writing can ratify after meeting if quorum existed (§ 82.281(1)–(3)). |
Unless articles/bylaws restrict, electronic, video, telephone or other technology allowing simultaneous or sequential communication; counts as presence (§ 82.271(3)). |
Default majority of board at duly assembled meeting; articles/bylaws may set a different proportion; § 82.271(1) states no numerical floor. |
Board action measured by directors present; § 82.281(4) permits written proxies for delegate/member consent or approval (§§ 82.271(1), .281(4)). |
Majority of directors present at meeting with quorum, unless articles/bylaws set different proportion; participation without objection may validate irregular notice (§§ 82.271(1), .281(1)). |
| New Hampshire verified 2026-09-30 | RSA ch. 292 voluntary corporation; bylaws may govern management consistently with law and articles (§ 292:6). |
Bylaw management rules govern ordinary meeting procedure; articles changes require a duly called board meeting (§§ 292:6, :7). |
Consult governing documents under the bylaw-management provision (§ 292:6); § 292:7 specifies a duly called meeting for articles changes. |
Consult governing documents under the bylaw-management provision (§ 292:6); § 292:7's articles-change meeting must be duly called. |
Consult governing documents for board notice procedure under the management-bylaw authority (§ 292:6). |
Consult governing documents for meeting format under the management-bylaw authority (§ 292:6). |
Consult governing documents for meeting quorum under § 292:6; a charitable board's five-voting-director minimum concerns board size (§ 292:6-a). |
Each individual director has no more than one vote despite contrary articles/bylaws; consult governing documents for voting procedure (§§ 292:6, :6-b(IV)). |
Specified articles changes take a board majority vote at a duly called meeting; each individual director has at most one vote (§§ 292:7, :6-b(IV)). |
| New Jersey verified 2026-09-30 | New Jersey Nonprofit Corporation Act, Title 15A; bylaws prescribe ordinary board notice; certificate/bylaws may vary quorum above floor or require greater vote (§§ 15A:6-7, -10). |
Regular/special board meetings inside or outside N.J.; bylaws prescribe ordinary call/notice; named initial board organizes on majority call (§§ 15A:2-9, 15A:6-10). |
With or without notice as bylaws prescribe; no fixed statutory ordinary lead time (§ 15A:6-10(b)). |
Notice as bylaws prescribe; purpose need not be stated unless bylaws require it; initial organizational meeting separately needs five days’ mailed notice (§§ 15A:2-9, 15A:6-10(b)). |
Signed waiver before/after; attendance waives unless trustee protests lack of notice before meeting ends; announced adjournment up to ten days needs no new notice (§ 15A:6-10(b)). |
Conference telephone or other means letting all participants hear one another; allowed unless certificate/bylaws provide otherwise (§ 15A:6-10(c)). |
Default majority of entire board; documents may vary, not below greater of two trustees or one-third of entire board (§ 15A:6-7(a)). |
Member proxy rule applies to member voting; board act measures trustees present and states no trustee-proxy procedure (§§ 15A:5-18(a), 15A:6-7(b)). |
Majority present at quorum unless Act/documents require more; liability presumption under § 15A:6-13 is distinct from the approval vote (§§ 15A:6-7(b), 15A:6-13). |
| New Mexico verified 2026-09-30 | New Mexico Nonprofit Corporation Act; articles/bylaws may vary quorum and restrict remote participation; bylaws prescribe board notice (NMSA 1978 §§ 53-8-20, -22). |
Regular or special, inside/outside New Mexico; § 53-8-22 names no ordinary meeting caller; initial board meeting has incorporator caller (§§ 53-8-22, -34). |
Notice as bylaws prescribe; § 53-8-22 sets no fixed lead time or agenda requirement unless bylaws require purpose. |
Notice as bylaws prescribe; no separate statutory lead time or required purpose unless bylaws require it (§ 53-8-22). |
Attendance waives notice unless director attends expressly to object that meeting was not lawfully called or convened; § 53-8-22 gives no signed-waiver procedure. |
Conference phone/similar equipment allowing simultaneous hearing, or simultaneous remote electronic means; counts as presence unless articles/bylaws restrict (§ 53-8-22). |
Majority of number fixed in bylaws, else articles; documents may vary, but not below one-third; attained quorum survives voluntary withdrawals (§ 53-8-20). |
Board action is by directors present; §§ 53-8-20, -22 provide no director-proxy voting or quorum route. |
Majority of directors present at a meeting with quorum, unless Act/documents require more; attained quorum continues despite voluntary withdrawal (§ 53-8-20). |
| New York verified 2026-09-30 | New York Not-for-Profit Corporation Law; certificate/bylaws may restrict remote meetings, set quorum within §707 floor, and adjust specified notice rules (§§ 707-711). |
Annual, regular, or special anywhere unless documents limit; president or authorized officer calls special meeting; memberless board: any director on written demand of one-fifth of entire board (§ 710). |
No notice by default when bylaws or board fix time and place, unless bylaws provide otherwise (§ 711(a)). |
Notice to directors; bylaws may prescribe notice; purpose need not be stated unless bylaws require (§ 711(a)-(b)). |
Written/electronic waiver before or after meeting, or attendance without protest before or at start; alternate directors need no notice (§ 711(c)). |
Unless documents restrict, conference telephone/similar equipment or video; all hear simultaneously and each can propose, object, and vote; counts as presence (§ 708(c)). |
Majority of entire board (voting seats absent vacancies); lower document-set quorum: at least one-third if ≤15, or 5 plus 1 per 10/fraction over 15 (§§ 102(a)(6-a), 707). |
Board action counts directors present when vote occurs; a document-authorized alternate from a special district or membership section may act for absent director after written notice to secretary (§§ 703(d), 708(d)). |
Majority of directors present at vote with quorum then; conflicted directors absent at vote still count for quorum; certificate/member-adopted bylaw may demand more (§§ 708(d), 709(a)). |
| North Carolina verified 2026-10-02 | North Carolina Nonprofit Corporation Act; articles/bylaws may vary stated meeting defaults, but quorum cannot fall below one-third of directors in office (§§ 55A-8-20, 8-22, 8-24). |
Regular/special inside or outside NC; presiding board officer, president, or 20% of directors in office may call and give notice unless documents vary (§§ 55A-8-20(a), 8-22(c)). |
No date/time/place/purpose notice by default unless articles/bylaws provide otherwise (§ 55A-8-22(a)). |
As documents provide; otherwise usual communication ≥5 days before; purpose only if Chapter/articles/bylaws require (§ 55A-8-22(b)). |
Signed written waiver before/after filed with minutes/records; attendance waives unless timely objection and no later vote/assent (§ 55A-8-23). |
Unless documents vary, means must let each participating director simultaneously hear and be heard by all; qualifying director present in person (§ 55A-8-20(b)). |
Majority of directors in office just before meeting; articles/bylaws may vary, never below one-third in office (§ 55A-8-24(a)). |
Board vote counts directors present at vote; separate proxy provision authorizes member proxy votes (§§ 55A-8-24(b), 55A-7-24(a)). |
Quorum when vote taken; majority of directors present unless greater rule; present director deemed assenting unless timely objection or recorded/written dissent (§ 55A-8-24(b)-(c)). |
| North Dakota verified 2026-09-30 | N.D. Cent. Code ch. 10-33; articles/bylaws may vary notice period, quorum, and greater vote; § 10-33-40 advance vote requires document authority (§§ 10-33-39–42). |
A director may call; board selects in/out-of-state place; principal executive office fallback; meeting at least yearly unless documents vary (§ 10-33-39(1), (3)). |
Ten days by default; none when date/time/place fixed in articles/bylaws or announced at prior meeting; adjournment announcement suffices (§ 10-33-39(3)–(4)). |
Ten days' date/time/place notice to all directors by default; articles/bylaws may change period; proposed articles amendment substance required (§ 10-33-39(3)). |
Written, authenticated electronic, or attendance waiver before/at/after; timely objection to unlawful call plus no further participation preserves notice objection (§ 10-33-39(5)). |
Fully remote meeting with notice/quorum, or conference telephone/hybrid with mutual participation; remote presence counts in person (§ 10-33-39(1)–(2)). |
Default majority of directors currently holding office; articles/bylaws may set larger or smaller amount; quorum at convening persists after withdrawals (§ 10-33-41). |
No general proxy procedure in board provisions; if documents allow, absent director's advance written vote on substantially matching proposal counts as vote, not quorum (§§ 10-33-40–42). |
Majority of directors with voting rights present and entitled to vote at duly held meeting, unless chapter/documents require larger vote; qualifying advance vote counts (§§ 10-33-40, -42). |
| Ohio verified 2026-09-30 | Ohio nonprofit board under Chapter 1702; articles, regulations, or bylaws may vary §1702.31 meeting defaults; articles/regulations may vary §1702.32 quorum (§§ 1702.31-.32). |
Chair, president, any vice-president, or two directors may call; meeting may be inside/outside Ohio or through authorized communications equipment (§ 1702.31(A)-(B)). |
Each director gets notice of place, if any, and time at least two days before each meeting by listed channels, unless documents vary (§ 1702.31(C)). |
Same two-day notice for each director; purpose need not be specified; articles/regulations/bylaws may vary (§ 1702.31(C)). |
Written/electronic waiver before or after, filed in meeting record; attendance without protest before or at start waives notice (§ 1702.19(A)-(B)). |
Authorized equipment must permit contemporaneous communication; qualifying remote attendance counts as presence unless articles/regulations prohibit (§§ 1702.01(Q), 1702.31(B)). |
Majority of whole authorized board by default; majority of directors in office for vacancy filling; articles/regulations may vary (§ 1702.32). |
Director attendance under §1702.19(C) is in person or by authorized equipment; board act under §1702.32 counts directors present (§§ 1702.19(C), 1702.32). |
At meeting with quorum, majority of directors present acts; articles/regulations/bylaws may require more (§ 1702.32). |
| Oklahoma verified 2026-10-06 | General Corporation Act applies to nonprofit nonstock governing body; certificate/bylaws may vary board rules, including the nonstock quorum (§§ 1004.1, 1013, 1027(G)). |
No general statutory regular/special classification or caller; consult governing documents. Board may meet outside Oklahoma (§§ 1013(B), 1027(F)(2)). |
No general statutory lead time or notice contents for an ordinary regular board meeting; consult certificate/bylaws (§§ 1013(B), 1027, 1074). |
No general statutory lead time, recipient, or purpose rule for an ordinary special board meeting; consult certificate/bylaws (§§ 1013(B), 1027, 1074). |
Signed written or electronic waiver before/after; attendance waives unless director objects at outset to an unlawfully called/convened meeting (§ 1074). |
Conference telephone or other equipment letting all participants hear or otherwise communicate; counts as presence in person unless certificate/bylaws restrict (§ 1027(F)(4)). |
Default majority of total directors; certificate/bylaws may raise it, bylaws may lower to one-third unless certificate bars; nonstock documents may set below one-third (§ 1027(B), (G)(1)). |
Board-vote rule counts directors present; it supplies no director-proxy procedure. Remote participant counts as present (§ 1027(B), (F)(4), (G)(2)). |
With quorum present, majority of directors present acts unless certificate/bylaws require more; certificate may weight director votes (§ 1027(B), (D), (G)(2)). |
| Oregon verified 2026-09-30 | ORS Chapter 65 nonprofit board rules; articles/bylaws may vary notice, remote participation and quorum within the 1/3 floor (§§ 65.337, .344, .351). |
Bylaw-fixed or board-scheduled meeting informing all directors is regular; otherwise special; in/out of state; presiding officer, president, or 20% of sitting directors may call unless documents differ (§§ 65.337, .344(3)). |
No additional time/place/purpose notice by default; articles, bylaws or chapter may require it (§ 65.344(1)). |
Default at least 2 days' notice to each director of date, time and place; purpose unnecessary unless documents/chapter require; articles/bylaws may vary period (§ 65.344(2)). |
Signed written/electronic waiver identifies meeting and is filed; attendance waives unless director promptly objects and does not vote/assent (§ 65.347). |
Unless documents differ, simultaneous communication allowed; all informed official business may occur; participants count present (§ 65.337(3)–(4)). |
Default majority of directors in office immediately before meeting; articles/bylaws may set higher or as low as 1/3 of those in office (§ 65.351(1)–(2)). |
Each director has one vote and may not vote by proxy (§ 65.351(3)). |
With quorum at vote, majority of directors then present; documents may require more; present director deemed assenting absent timely objection or recorded/written dissent or abstention (§ 65.351(3)–(4)). |
| Pennsylvania verified 2026-09-30 | Chapter 57 governs nonprofit board meetings; bylaws may vary regular/special notice and board quorum/vote defaults (§§ 5703, 5727). |
Board may appoint a place inside or outside Pennsylvania, or notice may designate it; caller is left to governing arrangements in § 5703 (§ 5703(a)). |
Notice, if any, as bylaws prescribe (§ 5703(b)). |
Written notice to each director at least five days before meeting unless bylaws vary; day, hour, and location if any; purpose need not be stated (§§ 5702(a), 5703(b)). |
Signed waiver in record form filed with secretary before or after; attendance waives unless director objects at beginning to unlawful call/convening (§ 5705). |
Unless bylaws provide otherwise, conference telephone or other technology allowing all to hear each other; counts as presence in person (§ 5708(a)). |
Majority of directors in office unless bylaws provide otherwise (§ 5727(a)). |
Board act counts directors present and voting (§ 5727(a)); separate proxy rule addresses members' votes (§ 5759(a)). |
At meeting with quorum, majority of directors present and voting acts, unless bylaws provide otherwise (§ 5727(a)). |
| Rhode Island verified 2026-09-30 | Rhode Island Nonprofit Corporation Act, ch. 7-6; bylaws prescribe meeting notice, while articles/bylaws may vary quorum and require greater vote (§§ 7-6-25, -27). |
Regular or special meetings may be in or out of state; meeting section specifies no caller, so consult governing documents (§ 7-6-27(a)). |
Notice as bylaws prescribe; business and purpose need not be stated (§ 7-6-27(a)). |
Notice as bylaws prescribe; business and purpose need not be stated (§ 7-6-27(a)). |
Attendance waives notice unless director attends expressly to object to business at a meeting not lawfully called or convened (§ 7-6-27(a)). |
Conference telephone or similar equipment; all participants hear one another at same time; remote director present in person unless articles/bylaws restrict (§ 7-6-27(b)). |
Default majority of board size fixed by bylaws, otherwise articles; documents may vary but not below one-quarter of that size (§ 7-6-25(a)). |
Board-vote rule counts directors present; member-proxy permission applies to members and supplies no director-proxy route (§§ 7-6-20(b), -25(b)). |
Majority of directors present at quorate meeting, unless chapter, articles, or bylaws require more (§ 7-6-25(b)). |
| South Carolina verified 2026-09-30 | Chapter 33-31 nonprofit corporations; articles/bylaws vary stated defaults, subject to the quorum floor (§§ 33-31-820, -822, -824). |
Bylaws/board fixes date/time/place = regular; otherwise special; in/out of state; presiding officer, president, or ≥20% of directors call unless documents vary (§§ 33-31-820, -822(d)). |
None by default unless articles/bylaws or memberless-action rule changes it (§ 33-31-822(a), (c)). |
At least two days' date/time/place notice, not purpose, by default; seven days' written notice for specified memberless decisions (§ 33-31-822(b)-(c)). |
Signed written waiver filed with records; attendance waives unless timely lack-of-notice objection with no later favorable vote/assent (§ 33-31-823). |
All participating directors must hear one another simultaneously; qualifying director deemed present unless articles/bylaws vary (§ 33-31-820(c)). |
Default majority of directors in office before meeting; documents cannot lower below greater of one-third of sitting directors or two (§ 33-31-824(a)). |
Board-action text counts directors present and states no director-proxy voting procedure (§ 33-31-824(b)). |
At quorum when vote occurs, majority of directors present unless greater vote required; present director deemed assenting absent specified objection, vote against, or recorded/delivered dissent (§ 33-31-824(b)-(c)). |
| South Dakota verified 2026-09-30 | South Dakota nonprofit corporation law, chs. 47-22–47-28; articles/bylaws control notice and may vary quorum above statutory floor (§§ 47-23-20–21). |
Regular/special meetings inside or outside state; ordinary caller follows governing documents; first organizational meeting called by majority of incorporators (§§ 47-22-31, 47-23-21). |
Notice as bylaws prescribe; § 47-23-21 sets no fixed regular-meeting lead time (§ 47-23-21). |
Notice as bylaws prescribe; purpose need not be specified. First organizational meeting separately requires three days' mailed notice (§§ 47-22-31, 47-23-21). |
Attendance waives notice unless director attends expressly to object that meeting was not lawfully called or convened; purpose need not appear in waiver (§ 47-23-21). |
Teleconference or similar equipment permitting everyone to hear each other at same time; counts as in-person presence unless articles/bylaws restrict (§ 47-23-21). |
Default majority of director number fixed by bylaws, otherwise articles; articles/bylaws cannot set below one-third of that number (§ 47-23-20). |
Member proxy authorization is for member voting; board-action rule measures directors present and states no director-proxy method (§§ 47-23-9, -20). |
Majority of directors present at a quorate meeting, unless chapters 47-22–47-28 or articles/bylaws require greater vote (§§ 47-23-20, -23). |
| Tennessee verified 2026-10-04 | Tenn. Code Ann. §§ 48-58-201, -203–205; charter/bylaws may vary stated defaults, subject to quorum floor |
Fixed by bylaws/board = regular; otherwise special; special meeting called by presiding officer, president, or any 2 directors by default; meetings in or out of TN (§ 48-58-201) |
No notice by default, unless charter, bylaws, or memberless-corporation rule requires it (§ 48-58-203(a), (c)) |
At least 2 days to each director of date, time, place, not purpose, by default; specified memberless-corporation votes need 7 days' written matter-specific notice or waiver (§ 48-58-203(b), (c)) |
Signed document filed with minutes/records, before or after meeting; attendance waives unless prompt meeting objection and no later favorable vote or assent (§ 48-58-204) |
Board may allow means by which all participants simultaneously hear each other; remote director deemed present, unless charter/bylaws differ (§ 48-58-201(c)) |
Majority of directors in office immediately before meeting by default; documents cannot go below greater of one-third of directors in office or 2 directors (§ 48-58-205(a)) |
§ 48-58-205 measures quorum and votes by directors present; cited board-meeting provisions state no separate proxy procedure |
With quorum when vote taken, majority of directors present, unless higher vote applies; present director deemed assenting absent timely objection or recorded/delivered dissent (§ 48-58-205(b), (c)) |
| Texas verified 2026-09-30 | Texas nonprofit with a board; certificate may instead vest management in members or limit board authority (Tex. Bus. Orgs. Code § 22.202). |
Regular or special board meeting; consult governing documents for caller; place may be fixed by documents, caller, or all notice-entitled persons (§§ 22.217, 6.001(c)). |
With or without notice as bylaws prescribe; any required notice states meeting date, time, and place or remote access (§§ 22.217(a), 6.051(a)). |
Notice as bylaws prescribe; purpose need not be stated unless bylaws require; general notice content still applies (§§ 22.217(b)-(d), 6.051(a)). |
Attendance waives notice unless director attends expressly to object that the meeting was not lawfully called or convened (§ 22.217(b)). |
Conference phone or suitable electronic system allowing all to communicate; remote voter identity checked and vote recorded; participation is presence (§§ 6.002-.003). |
Lesser of board-size majority or document-set quorum of at least three; proxy-present director cannot count toward quorum (§ 22.213). |
Only if certificate/bylaws allow written proxy; expires after three months; revocable unless proxy or law says otherwise; proxy does not make quorum (§§ 22.213(b), 22.215-.216). |
At quorum when act occurs, majority of directors present in person or by proxy; certificate/bylaws may require more (§ 22.214). |
| Utah verified 2026-09-30 | Utah Revised Nonprofit Corporation Act, Title 16 Ch. 6a; bylaws control annual schedule, may vary notice and quorum within statutory floor, and alone authorize board proxies (§§ 16-6a-812, -814, -816). |
Memberless annual meeting at bylaw/board-resolution time unless bylaws eliminate it; regular/special board meetings in/out of Utah (§ 16-6a-812(1)–(2)). |
Annual meeting: fair/reasonable notice to voting directors; 10-day bylaw-variable safe harbor. Other regular meetings: no notice by default (§ 16-6a-814(1)–(2)). |
Default at least 2 days' notice of date/time/place; purpose unnecessary unless chapter/bylaws require; bylaws may vary period (§ 16-6a-814(3)). |
Signed written/electronic waiver before/after; attendance waives absent prompt notice or special-purpose objection followed by no vote/assent (§ 16-6a-815). |
Unless bylaws differ, means permitting all directors to hear one another; qualifying participant considered present (§ 16-6a-812(3)). |
Default majority of directors in office before meeting; bylaws may vary, but floor is 1/3 of fixed/prescribed number and at least 2; proposal proxy may count (§ 16-6a-816(1)–(2), (4)). |
If bylaws allow, signed written proxy directs vote on reasonably specific proposal to present director; bylaws may allow non-director proxyholder; counts for proposal quorum/vote (§ 16-6a-816(4)). |
Quorum at vote; majority of directors present unless chapter/bylaws demand more; present director deemed assenting absent timely objection or recorded/written dissent or abstention (§ 16-6a-816(3), (5)–(6)). |
| Vermont verified 2026-09-30 | Vermont Nonprofit Corporation Act, Title 11B; articles/bylaws may vary meeting defaults and require greater quorum or vote (§§ 8.20, 8.22–8.24). |
Time/place fixed by board/bylaws = regular; otherwise special. In/out of state; presiding officer, president, or 20% of directors in office calls by default (§§ 8.20(a)–(b), 8.22(d)). |
No notice of date/time/place/purpose by default, subject to documents and memberless-corporation seven-day rule (§ 8.22(a), (c)). |
At least two business days’ date/time/place notice to each director by default; no purpose unless documents require; specified memberless decisions need seven days’ written matter notice (§ 8.22(b)–(c)). |
Signed written waiver before/after filed with records; attendance waives unless timely lack-of-notice objection and no favorable vote/assent (§ 8.23). |
Electronic, telecommunications, video/audio, or other means permitting simultaneous or sequential mutual communication; treated as in-person presence unless documents vary (§ 8.20(c)). |
Default majority of fixed board size; for variable range, majority of prescribed number or, if none, directors in office before meeting; documents may require more, not less (§ 8.24(a)). |
Board action provision uses directors present and supplies no director-proxy procedure (§ 8.24(b)). |
Quorum at vote; majority of directors present acts unless greater vote applies; present director deemed to assent absent timely objection or recorded dissent/abstention (§ 8.24(b)–(c)). |
| Virginia verified 2026-09-30 | Virginia Nonstock Corporation Act; articles/bylaws vary notice, remote attendance, quorum, and greater voting thresholds, subject to one-third quorum floor (§§ 13.1-864, -866, -868). |
Regular or special meeting in/out of Virginia; statute gives no separate default caller; special notice may follow a board resolution consistent with documents (§§ 13.1-864(a), -866(b)). |
No notice of date, time, place, or purpose unless articles/bylaws provide otherwise (§ 13.1-866(a)). |
As articles/bylaws prescribe, or consistent board resolution; no statutory lead time; purpose only if documents require (§ 13.1-866(b)). |
Signed written waiver before/after, filed with minutes/records; attendance waives unless prompt objection and no later favorable vote or assent (§ 13.1-867). |
Unless documents vary, simultaneous hearing by all participants; qualifying remote director deemed present in person (§ 13.1-864(b)). |
Majority of fixed seats, or prescribed variable-range number (otherwise directors in office just before meeting); documents may set no fewer than one-third (§ 13.1-868(a)-(b)). |
Director proxy vote barred except under authorized member/director agreement, which may govern director proxies (§§ 13.1-868(e), 13.1-852.1(a)(3)). |
Quorum when vote occurs; majority of directors present unless documents demand more; present director assents absent prompt meeting objection or vote against/abstention (§ 13.1-868(c)-(d)). |
| Washington verified 2026-09-30 | Washington Nonprofit Corporation Act; articles/bylaws vary meeting defaults, but not one-third quorum floor, adult presence, or proxy limits (§§ 24.03A.550–.565). |
Regular/special meetings in or outside WA; president, secretary, or 20% of directors in office may call and give notice unless documents vary (§§ 24.03A.550(1), .555(3)). |
With or without notice as articles/bylaws prescribe; § 24.03A.530(2) or other chapter rules may require it (§ 24.03A.555(1)). |
Ordinarily ≥48 hours before date/time/place; documents may set longer or shorter period; purpose only if chapter or documents require; director-removal notice has 48-hour floor (§§ 24.03A.555(2), .530(2)). |
Executed waiver in a record before/after, filed with minutes/records; attendance waives absent prompt objection and no later favorable vote/assent (§ 24.03A.560). |
Unless documents vary, simultaneous participation; remote director present in person; notice must give authorized means and complete joining instructions (§ 24.03A.550(2)). |
Majority of directors in office before meeting; documents may lower to ≥one-third; majority of directors present must be at least 18 throughout (§ 24.03A.565(1)-(3)). |
No director proxy may vote, count toward quorum, or execute board consent (§ 24.03A.565(5)). |
Quorum when vote taken; majority present unless greater threshold; present director assents absent objection, dissent/abstention, or timely recorded notice (§ 24.03A.565(4), (6)-(7)). |
| West Virginia verified 2026-10-01 | W. Va. Code §§ 31E-8-820, -822–824; articles/bylaws may vary notice, remote attendance and quorum/vote defaults, subject to the one-third quorum floor |
Regular or special board meeting may be in or out of West Virginia. The Act gives no general caller list; § 31E-8-826 recognizes a special-meeting demand valid under bylaws and a court route after nonperformance |
No date, time, place or purpose notice by default unless articles/bylaws provide otherwise (§ 31E-8-822(a)) |
At least two days' notice of date, time and place; purpose unnecessary unless articles/bylaws require it; documents may set longer or shorter period (§ 31E-8-822(b)) |
Director's signed written waiver before/after meeting filed with minutes/records; attendance waives unless prompt objection to meeting/business and no later favorable vote/assent (§ 31E-8-823) |
Unless articles/bylaws say otherwise, any means allowing all participating directors to hear one another simultaneously; participating director deemed present in person (§ 31E-8-820(b)) |
Default majority of fixed board size; for variable-range board, majority of prescribed number or, absent one, directors in office just before meeting. Documents may lower to no fewer than one-third of applicable number (§ 31E-8-824(a)–(b)); ex officio directors ordinarily excluded (§ 31E-8-804(b)) |
§ 31E-8-824(c) bases action on directors present when the vote is taken; no separate director-proxy voting or proxy-quorum procedure is stated |
With quorum at vote, majority of directors present acts unless articles/bylaws require more. Present director assents unless timely meeting objection, recorded dissent/abstention, or written notice before/immediately after adjournment (§ 31E-8-824(c)–(d)) |
| Wisconsin verified 2026-09-30 | Chapter 181 nonstock corporations; articles/bylaws may vary stated meeting defaults, including quorum, subject to the chapter (§§ 181.0820, .0822, .0824). |
Fixed by bylaws/board = regular, otherwise special; in/out of state; presiding officer, president, or 20% of directors call/notify unless documents vary (§§ 181.0820(1)-(2), .0822(4)). |
None by default unless articles/bylaws or memberless-action rule changes it (§ 181.0822(1), (3)). |
At least two days to each director with date/time/place, not purpose, by default; seven days' written notice for specified memberless actions (§ 181.0822(2)-(3)). |
Signed written waiver filed with records; attendance waives unless timely lack-of-notice objection and no later favorable vote/assent (§ 181.0823). |
May hear/read each other simultaneously or exchange immediately transmitted messages; participants informed of official meeting and deemed present, unless articles/bylaws vary (§ 181.0820(3)). |
Default majority of directors in office immediately before meeting; chapter/articles/bylaws may vary; board must comprise at least three individuals (§§ 181.0824(1), .0803(1)). |
Board-vote text counts directors present and provides no director-proxy voting procedure; member proxy section is separate (§ 181.0824(2)). |
At quorum when vote occurs, majority of directors present acts unless chapter/articles/bylaws demand more; notice-objection rule separately addresses assent (§§ 181.0824(2), .0823(2)). |
| Wyoming verified 2026-09-30 | Wyoming Nonprofit Corporation Act, Title 17 ch. 19; articles/bylaws may vary meeting defaults above statutory quorum floor (§§ 17-19-820, -822, -824). |
Fixed time/place by bylaws or board = regular; otherwise special. In/out of state; presiding officer, president, or 20% of directors in office may call by default (§§ 17-19-820(a)–(b), -822(d)). |
No notice by default unless articles, bylaws, or memberless-corporation rule require it (§ 17-19-822(a), (c)). |
At least two days’ date/time/place notice to each director by default; purpose not required. Specified memberless decisions need seven days’ written matter notice or waiver (§ 17-19-822(b)–(c)). |
Signed written waiver at any time filed with minutes/records; attendance waives unless timely lack-of-notice objection and no favorable vote/assent (§ 17-19-823). |
Any means letting all participating directors communicate with one another simultaneously; deemed present in person unless documents provide otherwise (§ 17-19-820(c)). |
Default majority of directors in office immediately before meeting; articles/bylaws cannot set below greater of one-third of sitting directors or two (§ 17-19-824(a)). |
Board vote provision counts directors present and states no director-proxy procedure (§ 17-19-824(b)). |
Quorum when vote taken; majority of directors present acts unless Act, articles, or bylaws require greater vote (§ 17-19-824(b)). |
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