Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Kentucky
At a glance
| Governing law and documents | KRS Chapter 273 nonprofit board rules; articles/bylaws may vary quorum and remote-meeting default; bylaws set notice (§§ 273.217, .223). |
|---|---|
| Meeting type, caller, and place | 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)). |
| Regular meeting notice | As bylaws prescribe; if silent, at least 2 days' notice of time, date and place; purpose unnecessary (§ 273.223(1)–(2)). |
| Special meeting notice | As bylaws prescribe; if silent, at least 2 days' notice of time, date and place; purpose unnecessary (§ 273.223(1)–(2)). |
| Notice waiver and objection | Signed written waiver before/after notice time; attendance waives unless solely to object to unlawful call or convening (§§ 273.373, .223(3)). |
| Remote attendance | Unless articles/bylaws differ, board may allow simultaneous two-way communication; participating director is present in person (§ 273.217(2)). |
| Quorum and minimum | Default majority of director number fixed by bylaws, or articles if bylaws silent; articles/bylaws may vary (§ 273.217(1)). |
| Director proxy | Director may not vote by proxy, whether or not corporation has members (§ 273.217(4)). |
| Vote and assent | Majority of directors present at meeting with quorum; higher vote under act, articles or bylaws controls (§ 273.217(3)). |
Requirements one by one
Meeting place and notice
Section 273.223(1) treats regular and special meetings alike: the bylaws supply the notice rule, and silence triggers at least two days' notice stating time, date, and place. The meeting may be in or outside Kentucky. Under subsection (4), one-third of incumbent directors may apply to the Circuit Court for an order calling a special meeting; the court may set its time, place, and notice.
Remote presence, quorum, and vote
Section 273.217(2) allows a board to use any means through which all participating directors can communicate simultaneously, unless the articles or bylaws say otherwise. Such participation counts as presence in person. Under subsections (1) and (3), a board with seven director seats fixed in its bylaws ordinarily needs four for quorum; if four attend, three affirmative votes ordinarily take action. Articles or bylaws may vary the quorum, and the act or documents may require a higher vote.
What trips people up
The first organizational meeting has its own rule: § 273.257(1) requires the incorporators calling it to mail each named director at least three days' notice stating time and place. That is distinct from the ordinary two-day fallback in § 273.223(1).
Attendance normally waives notice, but § 273.223(3) preserves a director's objection when attendance is expressly to challenge an unlawfully called or convened meeting. Section 273.373 also permits a signed written waiver before or after the notice time. Neither provision makes a director's proxy vote valid: § 273.217(4) bars it even when the corporation has members.
Common questions
Must notice describe the business? No. Section 273.223(2) says neither the business nor purpose need appear in a regular or special meeting notice or waiver.
Does a remote director count toward quorum? Yes, when the communication meets § 273.217(2)'s simultaneous communication test, the director is deemed present in person.
Statutes and sources
- Ky. Rev. Stat. § 273.217, current official text accessed September 30, 2026.
- Ky. Rev. Stat. § 273.223, current official text accessed September 30, 2026.
- Ky. Rev. Stat. § 273.373, current official text accessed September 30, 2026.
- Ky. Rev. Stat. § 273.257, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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