Nonprofit Corporation Director Election and Term Rules by State
For an ordinary domestic nonprofit corporation, who chooses its initial and successor directors, how long may they serve, when may terms be staggered, and what happens when a term expires or a seat is filled midterm?
Jurisdictions
All 51 verified
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Every entry, oldest check October 3, 2026
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What this survey covers
A nonprofit board's composition changes when initial seats expire, members vote, another person appoints a director, or a replacement fills part of a term. This table separates the selector from the length of service and the holdover rule after a term ends.
Why the columns differ
Florida § 617.0804 now distinguishes membership and nonmembership corporations, with board selection as the fallback when nonmembership documents state no method. Texas § 22.206 also uses a board fallback, while its certificate may vest management in members under § 22.202. Wyoming § 17-19-805 limits most elected director terms to five years and distinguishes the term of a replacement for a member-elected seat from another replacement. Virginia §§ 13.1-855 and 13.1-857 currently defaults to annual member elections and a one-year term; revised provisions are scheduled for January 1, 2027. California §§ 5220 and 7220 limits most elected public and mutual benefit directors to four years, or six years without members. Tennessee § 48-58-105 also caps elected terms at five years while exempting appointed and designated directors. Washington § 24.03A.515 uses a five-year ceiling for elected directors and allows appointed or designated directors to serve terms of any length.
Scope boundaries
This survey addresses who chooses directors and how long they serve. The separate director removal and vacancy survey addresses removal authority and who may fill an open seat. Neither table determines whether a particular board action was valid.
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 act and board route | Initial directors and first selection | Who chooses successor directors | Member and class election rights | Director term and maximum | Staggered terms | Term after filling a vacancy | Holdover after term expires |
|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-03 | Alabama Nonprofit Corporation Law, Chapter 3A; board ordinarily manages, but certificate may assign powers and duties to others (§ 10A-3A-8.01) |
Certificate may name initial directors; otherwise incorporators elect initial directors or a completing board at organizational meeting (§§ 10A-3A-2.02(b)(1), 10A-3A-2.04(a)) |
Certificate/bylaws set election, appointment or designation method; absent one, membership corporation's voting members elect annually and nonmembership corporation's board elects (§ 10A-3A-8.04(a)–(b)) |
Certificate/bylaws may give one or more authorized member classes the vote for specified directors; absent another method, members vote in membership corporations and board in nonmembership corporations (§ 10A-3A-8.04) |
Certificate/bylaws may specify terms; one year if silent; § 10A-3A-8.05 states no numerical maximum (§ 10A-3A-8.05(a)) |
Certificate/bylaws may divide directors into groups of one or more, with unequal group sizes and terms (§ 10A-3A-8.06) |
Unless certificate/bylaws differ, replacement serves predecessor's unexpired term (§ 10A-3A-8.05(c)) |
Unless documents differ or board size decreases, serves until successor elected, appointed or designated and takes office (§ 10A-3A-8.05(d)) |
| Alaska verified 2026-10-03 | Alaska Nonprofit Corporation Act; board manages affairs (§ 10.20.081) |
Articles name first board; service to first annual election or articles-specified period; one-year default if no term (§ 10.20.091) |
Members elect at first annual election and later annual meetings; articles/bylaws may give officer ex officio seat (§§ 10.20.096, .121) |
Articles/bylaws may alter or deny member/class votes; directors hold sole voting power absent voting members (§ 10.20.071(a), (d)) |
Initial director term defaults to one year if articles silent; later terms in bylaws; § 10.20.096 states no numeric cap (§§ 10.20.091, .096) |
Directors' terms may be staggered (§ 10.20.096) |
Vacancy replacement serves unexpired term; new board-filled seat lasts to next director election (§ 10.20.101) |
Until successor elected and qualified (§ 10.20.096) |
| Arizona verified 2026-10-03 | Arizona Nonprofit Corporation Act, Title 10 chs. 24–40; board required; articles may vest board powers in members, delegates, or others (§ 10-3801) |
Articles name initial directors; their terms end at first election, appointment, or designation (§§ 10-3202(A)(3), 10-3805(A)) |
Members elect at first and later annual meetings unless staggered or documents vary method/time or allow appointed/designated seats; memberless documents govern, default board election (§ 10-3804) |
Members ordinarily elect; documents may vary route. Act recognizes class/chapter/region/group-elected seats and reserves member-filled vacancies to electing group (§§ 10-3804(A), 10-3811(B)) |
Articles/bylaws specify; otherwise 1 year; successive terms permitted unless documents say otherwise (§ 10-3805(B)) |
Articles/bylaws may divide directors into 2 or more staggered groups; terms need not be uniform (§ 10-3806) |
Member-elected seat: next member director election; other seat: predecessor’s unexpired term; articles/bylaws may vary (§ 10-3805(D)) |
Director remains until successor elected, designated, or appointed and qualified, or resignation/removal/board-size decrease (§ 10-3805(E)) |
| Arkansas verified 2026-10-03 | 1993 Nonprofit Corporation Act for post-1993 and older opt-in corporations; board required, though articles may give board powers to others (§§ 4-33-801, 4-33-1701) |
Articles may name initial directors; otherwise incorporators elect them at organization; member corporations ordinarily elect successors at the first annual meeting (§§ 4-33-202, 4-33-205, 4-33-804) |
Members elect annually by default; articles/bylaws may change time/method or provide appointment/designation; without members, articles/bylaws govern, then board election defaults (§ 4-33-804) |
Members elect by default; the act recognizes elections by member class, chapter, region or other group; without members, the board elects absent another document method (§§ 4-33-804, 4-33-808) |
Articles/bylaws specify term, otherwise one year; elected term may not exceed lesser of six years or stated corporate duration; appointed/designated seats exempt; successive terms allowed unless documents say otherwise (§ 4-33-805(a)) |
Articles/bylaws may divide directors into staggered groups with nonuniform terms, subject to elected-term cap (§§ 4-33-805(a), 4-33-806) |
Unless articles/bylaws change it, member-elected seat ends at next member director election; other replacements finish unexpired term (§ 4-33-805(c)) |
Expired-term director stays until successor is elected, designated or appointed and qualifies, or board size decreases; reducing board size or term does not shorten incumbent tenure (§ 4-33-805(b), (d)) |
| California verified 2026-10-03 | Public Benefit, Mutual Benefit, or Religious Corporation Law; each requires a board (§§ 5210, 7210, 9210) |
Articles may appoint initial directors in each form; otherwise incorporators sign articles and initial directors are elected later (§§ 5120, 5132, 7120, 7132, 9120, 9132) |
Public/mutual: elected directors or document-authorized designator and ex officio seats; religious: articles/bylaws set election, selection or designation (§§ 5220(a), (d), (f), 7220(a), (d), (f), 9220(a), (e)) |
Public/mutual: member elections when directors are due at member meetings; articles/bylaws may assign seats to a member class; religious: documents govern (§§ 5220(c), 5510(b), 7220(c), 7510(b), 9220(a)) |
Public/mutual: one year default; elected terms at most four years, six without members; designator term follows documents; religious: one year default, documents set tenure (§§ 5220(a), (d), 7220(a), (d), 9220(a)–(b)) |
Public/mutual: documents may stagger nonuniform director groups; religious: documents may set tenure (§§ 5220(a), 7220(a), 9220(a)) |
Public/mutual/religious: elected replacement holds for term for which elected, then through successor qualification unless documents vary (§§ 5220(b), 7220(b), 9220(c)) |
All three forms: elected director holds until successor elected and qualified, unless articles/bylaws vary or director removed; ex officio seat follows office (§§ 5220(b), (f), 7220(b), (f), 9220(c), (e)) |
| Colorado verified 2026-10-03 | Colorado Revised Nonprofit Corporation Act, title 7 arts. 121–137; board unless articles provide otherwise, and articles may vest board authority in others (§ 7-128-101) |
Articles may name first directors; otherwise incorporators elect board after formation; initial terms end at first director election/appointment unless bylaws differ (§§ 7-122-102(2)(a), 7-122-105(1), 7-128-105(2)) |
Bylaws set election, appointment or designation method; absent one, voting members elect annually or memberless board elects (§ 7-128-104(1), (3)–(4)) |
Bylaws may allocate director seats to member voting groups or authorized director classes; without voting members and no bylaw method, board elects (§ 7-128-104(1)–(2)) |
Bylaws may set terms; one year if silent and successive elected terms allowed; § 7-128-105(1) states no numerical maximum (§ 7-128-105(1)) |
Bylaws may divide directors into any number of staggered groups with nonuniform terms (§ 7-128-106) |
Unless bylaws differ, replacement serves predecessor's unexpired term (§ 7-128-105(4)) |
Continues until successor elected, appointed or designated and qualified, or board size decreases (§ 7-128-105(5)) |
| Connecticut verified 2026-10-03 | Chapter 602 requires a board; the certificate may make all members or one member class the board (§§ 33-1080(a)–(b), 33-1083(a)) |
Initial directors are designated in the certificate or elected at the organizational meeting; their terms end at the first director-election member meeting or, without director-voting members, the first annual board meeting unless staggered (§§ 33-1082(c), 33-1085(a)) |
Director-voting members elect at their first meeting for that purpose and each later annual meeting, subject to special, staggered and vacancy routes; the certificate may provide a self-perpetuating board where members do not elect (§§ 33-1082(c), 33-1083(c)) |
The certificate may put the entire membership or a member class on the board, and may authorize one or more member classes to elect all or specified directors; certificate or member-approved bylaws may create ex-officio seats (§§ 33-1083(a)–(b), 33-1084) |
After the initial board, ordinary terms end at the next annual member or board meeting; up to five staggered groups yield two- to five-year successor terms; ex-officio service lasts while the qualifying office is held (§§ 33-1083(b), 33-1085(b), 33-1086(a)) |
Certificate or bylaws may divide non-ex-officio directors into up to five approximately equal groups; when members vote on bylaws, a staggering bylaw needs their approval (§ 33-1086(a)–(b)) |
A director elected to fill a vacancy serves until the next meeting at which directors are elected; a later-dated vacancy may be filled in advance but the new director takes office only when it occurs (§§ 33-1085(d), 33-1091(c)) |
Despite term expiration, a director serves until a successor is elected and qualifies or until the board size decreases; a decrease does not shorten an incumbent term (§ 33-1085(c), (e)) |
| Delaware verified 2026-10-03 | General Corporation Law; board means nonstock governing body; certificate may provide different management (§§ 114(a), 141(j)) |
Certificate may name initial governing body; otherwise incorporators elect at organization meeting (§§ 102(a)(6), 108(a), 114(a)) |
Voting members elect by plurality by default; bylaws designate election day (§ 215(c)(3), (d)) |
Certificate/bylaws may give classes full, limited or no election vote; default one vote per member (§§ 102(a)(4), 215(b)) |
Bylaws designate election day; stock-corporation annual-meeting rule excluded; class terms follow § 141(d) (§§ 141(d), 215(a), (d)) |
Certificate, initial bylaw or member-adopted bylaw may divide governing body into up to three classes (§§ 141(d), (j)) |
Classified-seat replacement serves to class's next election and successor qualification; otherwise general successor-qualification rule (§§ 141(b), (j), 223(b)) |
Until successor elected and qualified, unless earlier resignation or removal (§§ 141(b), (j)) |
| District of Columbia verified 2026-10-03 | D.C. Nonprofit Corporation Act; board required, with possible partial transfer to designated body (§§ 29-406.01, -406.12(a)) |
Articles may name initial directors; otherwise incorporators elect at organizational meeting (§§ 29-402.05(a), 29-406.04) |
Membership: annual member election default, documents may vary or appoint/designate; nonmembership: documents govern, board-election fallback (§ 29-406.04) |
Voting members ordinarily elect; member voting group may hold particular seat; nonmembership board elects absent document method (§§ 29-406.04, -406.10(b)(1)) |
One-year default; five-year cap except nonmember-person appointees and nonelection/nonappointment designees (§ 29-406.05(a)) |
Articles/bylaws may stagger director groups; lengths and group sizes need not match (§ 29-406.06) |
Unexpired term of vacant seat unless articles/bylaws provide otherwise (§ 29-406.05(c)) |
Until successor chosen and takes office, unless articles/bylaws provide otherwise (§ 29-406.05(d)) |
| Florida verified 2026-10-03 | Chapter 617 board-managed corporation, subject to article limits (§ 617.0801) |
Articles may name initial directors; otherwise incorporators elect a board at organizational meeting (§§ 617.0202(2)(a), .0205(1)) |
Members ordinarily elect at first and later annual meetings; articles/bylaws may vary selector/time; nonmember fallback is board election (§ 617.0804(1)–(2)) |
Voting members elect unless documents vary; authorized member class can elect specified seats as separate voting group (§ 617.0804(1), (3)) |
One year absent articles/bylaws term; § 617.0805(1) specifies no numeric ceiling for document-set terms |
Articles/bylaws may divide directors into classes; each serves assigned term (§ 617.0806) |
Unless articles/bylaws vary, replacement serves remainder of the term being filled (§ 617.0805(3)) |
Continues until successor selected and takes office, unless documents vary or board size falls; § 617.0806 also speaks of successor qualification (§§ 617.0805(4), .0806) |
| Georgia verified 2026-10-03 | Georgia Nonprofit Corporation Code, ch. 14-3; board required, though articles may assign some or all board powers to others (§ 14-3-801) |
Articles may name initial directors; their terms end at first director-election meeting unless documents set another period (§§ 14-3-202(b)(2), 14-3-805(a)) |
Members elect at annual meetings unless documents vary time/method or allow appointment/designation; without members, documents control, then board fallback (§ 14-3-804(a), (c)) |
Articles/bylaws may give one or more member classes all or specified seats; electing class is separate voting group absent document variation (§ 14-3-804(b)) |
Initial term to first election meeting unless documents vary; later term one year absent document term; § 14-3-805(a) states no numeric ceiling |
Articles/bylaws may create staggered groups with nonuniform terms (§ 14-3-806) |
Elected replacement serves predecessor’s unexpired term (§ 14-3-805(c)) |
Continues until successor elected, designated, or appointed and qualified, or board size decreases (§ 14-3-805(d)) |
| Hawaii verified 2026-10-03 | Hawaii Nonprofit Corporations Act; board required, though articles may assign some or all board powers to another person (§ 414D-131) |
Articles may name initial directors; otherwise incorporators elect at organizational meeting; later member election begins at first annual meeting (§§ 414D-32(b)(2), -35(a), -134(a)) |
Members elect annually unless articles/bylaws change method or provide appointed/designated seats; memberless entity follows documents, otherwise board elects (§ 414D-134) |
Members elect by default; Act recognizes class, chapter, unit and geographic-group elected seats; memberless board fallback applies if documents give no other route (§§ 414D-134, -138(b)) |
Articles/bylaws specify term; one year if omitted; elected terms at most five years; appointed/designated seats exempt; successive terms allowed (§ 414D-135(a)) |
Articles/bylaws may stagger director groups with nonuniform terms, subject to elected-term ceiling (§§ 414D-135(a), -136) |
Unless documents vary, member-elected seat replacement serves to next member director election; other vacancy replacement serves predecessor's unexpired term (§ 414D-135(c)) |
Director serves until successor is elected, designated or appointed and qualifies, or board size decreases (§ 414D-135(d)) |
| Idaho verified 2026-10-03 | Idaho Nonprofit Corporation Act; board required, though articles may assign some or all board powers to another person (§ 30-30-601) |
Articles must name and give addresses of initial directors; later member elections start at first annual meeting unless documents vary (§§ 30-30-202(1)(c), 30-30-604(1)) |
Members elect at annual meetings unless articles/bylaws change timing or method or provide appointed/designated seats; memberless entity follows documents, otherwise board elects (§ 30-30-604) |
Members elect by default; statute recognizes class, chapter, unit and geographic-group seats; no-member corporation follows documents or board fallback (§§ 30-30-604, 30-30-608(2)) |
Articles/bylaws specify term; one year if omitted; elected term at most five years; appointed/designated seats exempt; successive terms allowed (§ 30-30-605(1)) |
Articles/bylaws may stagger director groups with nonuniform terms, subject to elected-term ceiling (§§ 30-30-605(1), 30-30-606) |
Unless documents vary, member-elected seat replacement serves to next member director election; other vacancy replacement serves predecessor's unexpired term (§ 30-30-605(3)) |
Director serves until successor is elected, designated or appointed and qualifies, or board size decreases (§ 30-30-605(4)) |
| Illinois verified 2026-10-03 | General Not For Profit Corporation Act of 1986; board required, with article limits on management authority (§ 108.05(a)) |
Articles state first board size and each initial director’s name and address (§ 102.10(a)(5)) |
Voting structure comes from articles/bylaws; § 108.10(d) recognizes member or director electors, and § 108.30 allows board vacancy election unless documents vary |
Articles may provide no members or member classes/voting rights; authorized member classes may elect all or specified director seats (§§ 102.10(b)(1)(ii)–(iii), 108.10(f)) |
Term expires at next director-election meeting unless staggered; classed terms may vary; § 108.10(c), (e) states no numeric maximum |
Articles/bylaws may divide directors into classes with nonuniform terms (§ 108.10(e)) |
Replacement serves predecessor’s unexpired term; § 108.10(c) references next annual election of predecessor’s term (§§ 108.10(c), 108.30) |
Continues until next member/director meeting electing directors; classed director until successor elected and qualified (§ 108.10(d)–(e)) |
| Indiana verified 2026-10-03 | Indiana Nonprofit Corporation Act, IC 23-17; board required, though articles may assign some/all board powers to another person/group (§ 23-17-12-1) |
Articles may name first directors; if not, incorporators elect board at organizational meeting (§§ 23-17-3-3(2), -7(a)(2)) |
Members elect at first and later annual meetings unless documents vary time/method or provide appointed/designated seats; memberless default board election (§ 23-17-12-4) |
Members ordinarily elect; if members fill a class/chapter/region/group seat, only electing group votes unless documents vary (§§ 23-17-12-4(a), -14(a)(1)) |
Articles/bylaws must specify; absent specified term, 1 year. Elected terms capped at 5 years, appointed/designated exempt; successive terms allowed (§ 23-17-12-5(a)) |
Articles/bylaws may divide directors into groups for staggered, nonuniform terms (§ 23-17-12-6) |
Member-elected seat to next member election; other seat for predecessor’s unexpired term, unless documents vary (§ 23-17-12-5(c)) |
Continues until successor elected/designated/appointed and qualified, or board size decreases (§ 23-17-12-5(d)) |
| Iowa verified 2026-10-03 | Revised Iowa Nonprofit Corporation Act; board required, but articles may assign some or all board powers to others (§ 504.801) |
Articles may name initial directors; otherwise incorporators elect them at organization; members ordinarily elect successors at the first annual meeting (§§ 504.202(2)(b), 504.205(1), 504.804(1)) |
Members elect at annual meetings by default; articles/bylaws may change timing or method, appoint some directors through another person, or designate them; without members, articles/bylaws govern, then board election defaults (§ 504.804) |
Members ordinarily elect; articles/bylaws may route elections through delegates, chapters, regions or another reasonable method; without members, articles/bylaws control, then board elects (§§ 504.717, 504.804) |
Articles/bylaws set terms; otherwise one year. Elected terms ordinarily may not exceed five years unless articles/bylaws provide otherwise; appointed/designated directors are exempt; successive terms allowed (§ 504.805(1)) |
Articles/bylaws may divide directors into staggered groups whose terms need not be uniform, subject to applicable term rules (§§ 504.805(1), 504.806) |
Unless articles/bylaws change it, replacement of a member-elected director ends at the next member election; other replacements finish the unexpired term (§ 504.805(3)) |
Director continues until successor is elected, designated or appointed and qualifies, or board size decreases; reducing board size or term does not shorten an incumbent term (§ 504.805(2), (4)) |
| Kansas verified 2026-10-03 | Kansas General Corporation Code; nonstock governing body follows § 17-6301 unless articles provide another management route (§ 17-6301(a), (j)) |
Articles may name first directors if incorporator authority ends on filing; otherwise incorporators elect at organization; initial service to first member annual meeting or successor election and qualification (§§ 17-6002(a)(6), 17-6008(a)) |
Voting members elect governing body by plurality unless documents set another rule; bylaws set election timing, and articles may assign board powers elsewhere (§§ 17-6301(a), (j), 17-6505(c)-(d)) |
Nonstock articles/bylaws may create voting, limited-voting or nonvoting member groups; governing-body election goes to members entitled to vote, with separate group voting where required (§§ 17-6002(a)(4)(B), 17-6505(c)) |
Director serves until successor elected and qualified unless earlier resignation or removal; nonstock election timing is bylaw-designated; classified seats rotate over one, two or three annual elections (§§ 17-6301(b), (d), (j), 17-6505(d)) |
Articles, initial bylaws or member-approved bylaws may create one to three director classes; first class expires at first annual meeting, second a year later, third two years later (§ 17-6301(d), (j)) |
For classified board, director chosen to fill vacancy serves until next election of that class and successor qualification; § 17-6513 gives no separate fixed term for an unclassified replacement (§§ 17-6301(j), 17-6513(b)) |
Director holds until successor is elected and qualified, or earlier resignation or removal; missed nonstock election must be held as soon as convenient (§§ 17-6301(b), (j), 17-6505(d)) |
| Kentucky verified 2026-10-03 | KRS 273.161–.390; board of at least three, except initial board number fixed in articles (§ 273.211(1)) |
Articles name first directors and their number; serve to first annual election unless articles/bylaws set another period (§§ 273.247(1)(f), 273.211(2)) |
Articles/bylaws provide subsequent election or appointment method; statute states no independent all-member selector (§ 273.211(2)) |
Member vote follows articles/bylaws' election method; directors may be divided into classes with nonuniform terms (§ 273.211(2)–(3)) |
Articles/bylaws set terms; one year if silent; § 273.211 states no numerical maximum (§ 273.211(2)–(3)) |
Directors may be divided into classes, and class terms need not be uniform (§ 273.211(3)) |
Director elected or appointed to fill vacancy serves predecessor's unexpired term (§ 273.213(2)) |
Default one-year director until successor elected and accepts; class provision continues service until elected/appointed successor qualifies (§ 273.211(2)–(3)) |
| Louisiana verified 2026-10-03 | Louisiana Nonprofit Corporation Law, title 12 ch. 2; affairs managed by board subject to chapter and document limits (§ 12:224(B)) |
Articles must name initial directors, addresses, and terms; first board is excepted from successor member-election rule (§§ 12:203(B)(8), 12:224(C)) |
Voting members elect after first board unless articles expressly provide another method (§ 12:224(C)) |
Articles may give a member class or series all or specified director seats or a director class; voting members otherwise elect (§ 12:224(C), (F)) |
One year unless articles/bylaws differ; no director may be elected for a single term longer than five years (§ 12:224(B)–(C)) |
Articles/bylaws may prescribe director classification and terms; articles may assign a director class to a member class/series; elected single-term cap is five years (§ 12:224(B), (E), (F)) |
Unless documents differ, vacancy filler, including one members elect after removal, serves unexpired term (§ 12:224(E)(3)–(4)) |
Director stays until successor chosen/elected and qualified, subject to document rule for default one-year term (§ 12:224(B)–(C)) |
| Maine verified 2026-10-03 | Maine Nonprofit Corporation Act, Title 13-B; board election or appointment follows articles/bylaws (§ 702(2)) |
First board named in articles or elected by incorporators; serves to first annual member meeting or another document-set period (§ 702(2)) |
Later directors elected or appointed in manner set by articles or bylaws; directors alone vote if no members or no member voting rights (§§ 604(4), 702(2)) |
Articles may limit, enlarge or deny member or class votes; otherwise each member has one vote on matters submitted; directors alone vote if members lack voting rights (§ 604(1), (4)) |
Articles/bylaws set term; one year if omitted; § 702 states no numeric maximum (§ 702(2)–(3)) |
Directors may be divided into classes with nonuniform terms (§ 702(3)) |
Replacement serves predecessor's unexpired term; board-filled newly added seat ordinarily only until next director election (§ 703(2)–(3)) |
Director serves until successor elected or appointed and qualified (§ 702(3)) |
| Maryland verified 2026-10-03 | Maryland General Corporation Law applies to nonstock corporations unless context/specific rule differs; board manages; memberless directors act as members (§§ 5-201, 2-401, 5-204) |
Articles name first directors, who serve until successors elected and qualified (§§ 2-104(a)(8), 2-404(a)) |
Annual member election under general provisions, subject to nonstock charter/bylaw tenure, class and position-based seats (§§ 5-201, 2-404(b), 5-202(b)(2)–(3)) |
Charter/bylaws may class directors/members and allocate member votes; in a memberless corporation directors exercise member powers (§§ 5-202(b)(1), (4), (11), 5-204) |
General annual-election default; nonstock charter/bylaws may prescribe tenure notwithstanding general rule, with minimum annual interval for director classes unless membership-qualification exception (§§ 2-404(b), 5-202(b)(2)) |
Nonstock charter/bylaws may create classes and prescribe tenure notwithstanding general classified-board annual-expiry rule (§§ 5-202(b)(1)–(2), 2-404(b)(2)) |
Board-elected filler to next annual meeting and successor qualification; member-elected filler after removal serves balance of removed director’s term (§ 2-407(c)) |
Initial directors and ordinary annual directors through successor qualification; failure-to-elect holdovers subject to excess-seat selection rule and charter/bylaw alternative (§§ 2-404(a)–(b), 2-405(a)) |
| Massachusetts verified 2026-10-03 | Chapter 180; bylaws may use a board of other officers with director powers instead of ordinary directors/officers (§ 6A) |
Incorporators elect initial directors at first meeting under incorporated ch. 156B § 12; ch. 180 § 6A permits substitute board form |
Lawful bylaws set manner of director selection and tenure (§ 6A) |
Articles/bylaws set membership-class voting rights; if memberless, same percentage of directors takes member action under chapter (§ 3) |
Director tenure set by lawful bylaws; § 6A states no fixed numerical term (§ 6A) |
Any varying/staggered director tenure follows lawful bylaws; membership classes and their voting rights follow articles/bylaws (§§ 3, 6A) |
Apply bylaw selection and tenure to replacement; class voting rights may matter (§§ 3, 6A) |
Apply bylaw tenure and successor-selection terms (§ 6A) |
| Michigan verified 2026-10-03 | Nonprofit Corporation Act, Act 162 of 1982; distinguish membership and directorship bases; board ordinarily manages (§§ 450.2202(f), .2501(1)) |
Majority of incorporators selects first board before or after articles filing (§ 450.2223) |
Membership basis: members ordinarily elect annually unless articles/authorized bylaw varies; directorship basis: articles/bylaw must specify method (§ 450.2505(2)–(3)) |
Membership classes may elect exclusive director seats if articles or bylaw adopted by each class so provides (§ 450.2506(2)) |
Membership basis: next annual meeting absent document term; directorship basis: document term required; § 450.2505(2)–(3) states no universal numeric cap |
Up to five nearly equal classes for membership corporation; up to five classes for directorship corporation (§ 450.2506(1), (3)) |
Classified-board replacement through next election of that class unless documents limit; other seat’s term follows selection under § 450.2505(4) (§ 450.2515a(3)) |
Continues until successor elected or appointed and qualified, or earlier resignation/removal (§ 450.2505(4)) |
| Minnesota verified 2026-10-03 | Chapter 317A requires business and affairs managed by or under a board (§ 317A.201) |
First board may be named in articles, designated/appointed under articles, or elected by incorporators; if unnamed, incorporators may serve until election (§§ 317A.201, 317A.171) |
Articles/bylaws set election or appointment method and may create ex officio seats; member-elected successors whose terms expire are elected at annual member meeting (§§ 317A.205, 317A.431(4)) |
Articles/bylaws control selector; annual meeting must elect successors for expiring member-elected seats; statute recognizes class, chapter, unit, or geographic-group seats (§§ 317A.205, 317A.431(4), 317A.227(b)) |
Fixed term in articles/bylaws; one year if absent; ten-year cap except ex officio directors, who serve while holding designated position (§ 317A.207(1)(a)) |
Articles/bylaws may divide directors into staggered groups with nonuniform terms, subject to ten-year non-ex-officio cap (§ 317A.207) |
Unless articles/bylaws differ, replacement finishes unexpired term (§ 317A.207(1)(d)) |
Unless articles/bylaws differ, through successor election and qualification, or earlier death, resignation, removal, or disqualification (§ 317A.207(1)(b)) |
| Mississippi verified 2026-10-03 | Mississippi Nonprofit Corporation Act requires a board; articles may assign some or all board powers and corresponding duties to others (§ 79-11-231) |
Articles may name initial directors; otherwise incorporators elect them at organization; member corporations ordinarily elect successors at first annual meeting (§§ 79-11-137, 79-11-143, 79-11-237) |
Members elect at annual meetings by default; articles/bylaws may alter time or method or allow appointment/designation; without members, articles/bylaws control, then board election defaults (§ 79-11-237) |
Members ordinarily elect; articles/bylaws may use delegates, chapters, geographic groups, preferential voting or another reasonable method; no-member board elects absent document method (§§ 79-11-225, 79-11-237) |
Articles/bylaws specify terms, otherwise one year; elected directors have five-year maximum, appointed/designated directors are exempt; successive terms permitted (§ 79-11-239(1)) |
Articles/bylaws may stagger directors in groups with nonuniform terms, subject to elected-term ceiling (§§ 79-11-239(1), 79-11-241) |
Unless articles/bylaws change it, member-elected replacement ends at next member director election; other replacement finishes unexpired term (§ 79-11-239(3)) |
Expired-term director continues until successor is elected, designated or appointed and qualifies, or board size decreases; reducing board size or term does not shorten incumbent tenure (§ 79-11-239(2), (4)) |
| Missouri verified 2026-10-03 | Missouri Nonprofit Corporation Act, ch. 355; board required, may be called trustees/regents/overseers (§ 355.316) |
Articles may name initial directors; otherwise incorporators elect board at organizational meeting (§§ 355.096(3)(2), 355.111(1)(2)) |
Members elect at first/later annual meetings unless documents vary time/method or create appointed/designated seats; memberless default board election (§ 355.326) |
Members ordinarily elect; if members fill group-elected seat, only electing class/chapter/region/group votes unless documents vary (§§ 355.326(1), 355.361(1)(1)) |
Articles/bylaws specify; fallback 1 year; elected term up to 6 years, appointed/designated exempt; successive terms allowed (§ 355.331(1)) |
Articles/bylaws may divide directors into staggered groups; terms need not be uniform (§ 355.336) |
Member-elected seat to next member director election; other seat through predecessor’s unexpired term unless documents vary (§ 355.331(3)) |
Continues until successor elected/designated/appointed and qualified, or board size decreases (§ 355.331(4)) |
| Montana verified 2026-10-03 | Montana Nonprofit Corporations chapter; board required, though articles may assign some board powers to others (§ 35-2-414) |
Articles may name initial directors; otherwise incorporators elect at organizational meeting; later member elections start at first annual meeting (§§ 35-2-213(2)(b), -216(1)(b), -417(1)) |
Members elect annually unless articles/bylaws change time or method or provide appointed/designated seats; memberless corporation follows documents, otherwise board elects (§ 35-2-417) |
Members elect by default; Act recognizes seats elected by a class, chapter, unit or geographic group; memberless board fallback applies if documents give no other route (§§ 35-2-417, -421(2)) |
Articles/bylaws specify term; one year if omitted; elected terms at most five years; appointed/designated seats exempt; successive terms permitted (§ 35-2-419(1)) |
Articles/bylaws may stagger director groups with nonuniform terms, subject to elected-term ceiling (§ 35-2-419(1), (5)) |
Unless documents vary, member-elected seat replacement serves to next member director election; other vacancy replacement serves predecessor's unexpired term (§ 35-2-419(3)) |
Director serves until successor elected, designated or appointed and qualifies, or board size decreases (§ 35-2-419(4)) |
| Nebraska verified 2026-10-03 | Nebraska Nonprofit Corporation Act; board required, though articles may assign some or all board powers to others (§ 21-1968) |
Articles may name initial directors; otherwise incorporators elect them at organizational meeting; successors start at first annual member meeting unless documents vary (§§ 21-1921(b)(2), 21-1924(a), 21-1971(a)) |
Members elect at annual meetings unless articles/bylaws change time or method or assign appointed/designated seats; memberless entity follows documents, otherwise board elects (§ 21-1971) |
Members elect by default; statute recognizes seats elected by a class, chapter, unit or region; memberless corporation uses document route or board fallback (§§ 21-1971, 21-1975(b)) |
Articles/bylaws must specify term; one year if unspecified; elected terms at most five years; appointed/designated seats exempt; successive terms allowed (§ 21-1972(a)) |
Articles/bylaws may stagger director groups, with nonuniform terms; ordinary elected terms remain subject to five-year cap (§§ 21-1972(a), 21-1973) |
Unless documents vary, member-elected seat replacement serves to next member director election; any other vacancy replacement serves predecessor's unexpired term (§ 21-1972(c)) |
Director serves until successor is elected, designated or appointed and qualifies, or board size decreases (§ 21-1972(d)) |
| Nevada verified 2026-10-03 | NRS Chapter 82 requires management by a board of at least one adult director or trustee (§ 82.196) |
Articles must name the first board; voting members or delegates ordinarily choose successors at annual meetings (§§ 82.086(5), 82.286(1)) |
Voting members/delegates ordinarily elect by plurality at annual meeting; articles/bylaws may have specified people or public officials choose some or all directors; § 82.286 does not specify a routine election for a corporation without voting members (§§ 82.196, 82.286(1)) |
Member/delegate election applies where they hold voting rights; articles/bylaws may assign elections to member/delegate classes or geographic groups; without voting members, the annual-member-election rule does not apply (§§ 82.091(3)-(4), 82.231(4), 82.286(1)-(2)) |
Annual election for voting-member/delegate seats unless another statutory route applies; articles/bylaws may classify directors by respective terms; § 82.286 gives no numerical term ceiling (§ 82.286(1)-(2)) |
Articles/bylaws may classify directors by respective terms and by electing member/delegate class or geographic group (§ 82.286(2)) |
A board-appointed replacement for a future-effective resignation serves the resigning director's remaining term; § 82.296 gives no express term for other vacancy replacements (§ 82.296(4)-(5)) |
If directors are not elected on the designated day, incumbents continue until successors are elected; § 82.301 does not add a qualification condition (§ 82.301) |
| New Hampshire verified 2026-10-03 | RSA chapter 292 voluntary corporations; articles and management bylaws govern board affairs (§§ 292:2, 292:6) |
Articles contain membership criteria; signers adopt initial bylaws by two-thirds action; check those documents for first-director selection (§§ 292:2, 292:6) |
Management bylaws may regulate selection, subject to articles and law; member voting exists only as articles/bylaws grant it (§§ 292:6, 292:6-b(III)) |
Articles may establish or authorize bylaws to establish multiple member classes; members have no vote unless documents specifically grant one; each voting member has at most one vote (§ 292:6-b(I), (III)–(IV)) |
Check articles and management bylaws for director term; § 292:6's general management authority states no numeric term (§ 292:6) |
Check articles and management bylaws for director grouping; § 292:6 provides general management authority without a class-term formula (§ 292:6) |
Check articles and management bylaws for replacement term; § 292:6 provides general management authority (§ 292:6) |
Check governing documents for holdover; § 292:6 provides general management authority without a successor-qualified clause (§ 292:6) |
| New Jersey verified 2026-10-03 | New Jersey Nonprofit Corporation Act; activities managed by board except as Act/certificate otherwise provides (§ 15A:6-1) |
Certificate names first board and election method or bylaw route; named trustees serve until first selector meeting or specified term (§§ 15A:2-8(a)(6), (9), 15A:6-3(a)–(b)) |
Members or board elect as certificate, bylaws, or applicable law provides; documents may provide another selector (§ 15A:6-3(a)–(c)) |
Membership class may exclusively elect seats if certificate/bylaws provide; certificate distinguishes member and memberless corporations (§§ 15A:2-8(a)(3)–(6), 15A:6-4(b)) |
Member/board elected: until next annual or biennial meeting; classified term 1–6 years; other-selected term as certificate/bylaws specify (§§ 15A:6-3(a)–(c), 15A:6-4(a)) |
Certificate/bylaws may classify member- or board-elected trustees; one class expires at least every 2 years; starts after first selector meeting (§ 15A:6-4(a)) |
Board-elected vacancy or new-seat trustee serves until next annual/biennial meeting and successor qualifies, unless documents vary vacancy rule (§ 15A:6-5(a)–(c)) |
Named and later trustees hold until successor elected and qualified; same rule for board-elected replacements (§§ 15A:6-3(a)–(c), 15A:6-5(a), (c)) |
| New Mexico verified 2026-10-03 | Nonprofit Corporation Act, Chapter 53, Article 8; affairs managed by board (§ 53-8-17) |
Articles name consenting initial directors; first board serves until first annual director election or another articles/bylaws period (§§ 53-8-18(B), 53-8-31(A)(6)) |
Articles or bylaws set later election or appointment method; directors alone hold voting power if there are no members or members lack votes (§§ 53-8-15(D), 53-8-18(B)) |
Articles/bylaws may limit, enlarge or deny member or class voting; otherwise one vote per member on matters submitted; memberless or nonvoting membership leaves sole voting power with directors (§ 53-8-15(A), (D)) |
Articles/bylaws set term; one year if neither fixes it; § 53-8-18 states no numeric term ceiling (§ 53-8-18(B)–(C)) |
Directors may be divided into classes with nonuniform terms; § 53-8-18(C) sets no class-count cap (§ 53-8-18(C)) |
Replacement elected or appointed to vacancy serves predecessor's unexpired term; newly added seat filled by board may last only until next director election (§ 53-8-19(B)–(C)) |
Each director remains until successor is elected or appointed and qualified (§ 53-8-18(C)) |
| New York verified 2026-10-03 | Not-for-Profit Corporation Law art. 7; board manages unless certificate vests management elsewhere (§ 701(a)–(b)) |
Certificate names initial directors; member annual meeting elects later directors (§§ 402(a)(4), 603(b)) |
Certificate/bylaws set election or appointment method; voting members ordinarily elect at annual meeting (§§ 603(b), 703(a)–(b)) |
Voting members elect by plurality unless documents/law vary; districts, membership sections, or bondholders may select designated seats; charitable corporation may lack members (§§ 601(a), 612, 613(a), 703(a)) |
One year absent document term; otherwise at most five years, except office-based directors; classified term also capped by class count (§ 703(b)) |
Certificate/bylaw may create two to five nearly equal classes; initial expirations rotate over successive annual meetings (§ 704(a)–(b)) |
Unless documents vary, unexpired term or board-set term ending at an annual meeting, subject to § 703(b) limits (§ 705(c)) |
Director stays until successor elected or appointed and qualified (§ 703(c)); replacement likewise (§ 705(c)) |
| North Carolina verified 2026-10-03 | Nonprofit Corporation Act, ch. 55A; board ordinarily directs affairs, but articles may assign board duties elsewhere (§ 55A-8-01) |
Articles may name initial directors; later election follows voting membership or document method (§§ 55A-2-02(b)(2), 55A-8-04) |
Voting members elect at annual meetings unless documents vary; with no voting members, documents control, then board fallback (§ 55A-8-04(a)–(b)) |
Articles may assign all or specified seats to authorized member classes; member may demand ballot absent document override (§ 55A-8-04(a), (c)) |
One year absent document term; successive terms allowed; § 55A-8-05(a) states no numeric ceiling |
Articles/bylaws may stagger director groups with nonuniform terms (§ 55A-8-06) |
Member-elected seat: next member director election; other vacancy: unexpired term, unless documents vary (§ 55A-8-05(c)) |
Continues until successor elected, designated, or appointed and qualified, or board size decreases (§ 55A-8-05(d)) |
| North Dakota verified 2026-10-03 | North Dakota Nonprofit Corporation Act; board manages activities and affairs (§ 10-33-27(1)) |
Articles may name, designate or appoint first board; incorporators may elect it or act until election (§§ 10-33-25(1), -27(1)(b)) |
Articles/bylaws determine election method; member-elected successors chosen at annual member meeting (§§ 10-33-29, -65(4)(a)) |
Members ordinarily vote unless articles/bylaws limit or create nonvoting class; no-member approvals shift to board; class-elected vacancies remain class-controlled (§§ 10-33-57(1), (4), -38(2)) |
Fixed term set by articles/bylaws; one-year default and ten-year maximum except ex officio director (§ 10-33-30(1)(a)) |
Articles/bylaws may divide directors into groups with nonuniform terms (§ 10-33-30(2)) |
Replacement serves unexpired predecessor term unless articles/bylaws provide otherwise (§ 10-33-30(1)(d)) |
Unless articles/bylaws provide otherwise, serves until successor elected and qualified or earlier death, resignation, removal or disqualification (§ 10-33-30(1)(b)) |
| Ohio verified 2026-10-03 | Nonprofit Corporation Law, ch. 1702; directors direct corporate authority unless law, articles, or regulations vary (§ 1702.30(A)) |
Articles may name initial directors; incorporators may elect directors before first voting-member meeting (§§ 1702.04(B)(1), 1702.10) |
Voting-member elections choose nominated candidates by greatest votes; articles/regulations may establish ex officio seats (§§ 1702.26(A)–(B), 1702.27(A)(4)) |
Regulations may define voting rights of members or classes; at member election, nominated candidates with most votes win (§§ 1702.11(A)(4), 1702.26) |
Through next annual voting-member meeting and successor election unless articles/regulations set different term; § 1702.28 states no numeric ceiling |
Articles/regulations may classify directors; class terms need not be uniform (§ 1702.28(B)) |
Remaining directors filling vacancy choose for unexpired term unless articles/regulations vary (§ 1702.29(C)) |
Ordinarily stays until successor elected, or earlier resignation, removal, or death (§ 1702.28(A)) |
| Oklahoma verified 2026-10-03 | Oklahoma General Corporation Act applies to nonprofit nonstock corporation, reading board/director as governing body/member except where section applies by its terms; certificate may vest management elsewhere (§§ 1004.1(A)–(B), 1027(A), (G)) |
Nonprofit certificate names each initial governing-body member and number to elect at first meeting; members' voting rights may be set in certificate/bylaws (§ 1006(A)(4), (7)) |
Certificate/bylaws set member election rights and election day; when members elect at meeting, plurality is default; failed scheduled election held as soon as convenient (§§ 1006(A)(4), 1060(C)(3), (D)) |
Certificate/bylaws may give member classes/groups full, limited or no vote, including governing-body election rights; separate class/group votes recognized (§§ 1006(A)(4), 1060(C)(4)) |
No fixed one-year nonstock default; director serves until successor elected and qualified or earlier resignation/removal; nonstock documents may provide longer terms without stated numerical cap (§ 1027(B), (G)(1)) |
Ordinary provision permits one, two or three classes; nonstock certificate/bylaws may add director classes and longer terms (§ 1027(D), (G)(1)) |
Classified-seat replacement serves until next election of that class and successor qualification; § 1068 states no fixed term for unclassified replacement (§§ 1068(B), 1027(B)) |
Each director continues until successor elected and qualified or earlier resignation or removal (§ 1027(B)) |
| Oregon verified 2026-10-03 | Oregon Nonprofit Corporation Act, ORS ch. 65; board required and retains authority over delegated powers (§ 65.301) |
Articles may name initial directors; if not, incorporators elect directors or completing board after incorporation; first ordinary member election at first annual meeting (§§ 65.047(2)(a), 65.057(1), 65.311(1)) |
Voting members ordinarily elect annually; articles/bylaws may change time/method or provide appointed/designated seats (§ 65.311(1)) |
Group-elected seats recognized for member class, chapter, unit or geography; without director-voting members, documents govern or board elects if no method (§§ 65.311(2), 65.324(1)(b)) |
Articles/bylaws specify term, one year if silent; elected term capped at five years, appointed/designated seats exempt; successive terms allowed (§ 65.314(1)) |
Articles/bylaws may stagger groups with nonuniform terms, subject to five-year elected limit (§§ 65.314(1), 65.317) |
Unless documents differ, elected-seat replacement to next director election; other replacement finishes unexpired term (§ 65.314(3)) |
Continues until successor elected, designated or appointed and qualifies, or board size decreases (§ 65.314(4)) |
| Pennsylvania verified 2026-10-03 | Nonprofit Corporation Law of 1988; board manages unless statute or member-adopted bylaw provides another body (§ 5721) |
Articles may name first board; otherwise incorporators elect at organization meeting (§§ 5306(c), 5310(a)) |
Members elect by default; member-adopted bylaw may assign election, appointment, designation, or other selection (§ 5725(a)–(b)) |
Member-adopted bylaw may allocate selectors by member class; highest vote getters in electing class win; articles may state no members (§§ 5306(a)(7), 5725(b), 5758(b)(4)) |
Bylaws set term; one year absent term; office-based directors excepted; classified-board four-year limit applies unless bylaws vary (§ 5724(a), (d)(3)) |
Classified terms allowed; absent bylaw variation, classes nearly equal, one expires yearly, class term at most four years (§ 5724(d)) |
Ordinarily unexpired term; classified-seat replacement to next election of its class (§ 5725(c)(1), (3)) |
Director remains until successor selected and qualified, or earlier death, resignation, or removal (§ 5724(a)) |
| Rhode Island verified 2026-10-03 | Rhode Island Nonprofit Corporation Act; first board named in articles, later selection under articles/bylaws (§ 7-6-23(b)) |
Articles name first board; service to first annual director election or another articles/bylaws period (§ 7-6-23(b)) |
Later directors elected or appointed under articles/bylaws; officers may hold ex officio board seats if documents provide (§§ 7-6-23(b), 7-6-28(b)) |
Articles/bylaws may limit, enlarge or deny member/class votes; otherwise one vote per member on matters submitted; directors alone vote if no members or no member vote (§ 7-6-20(a), (d)) |
Articles/bylaws set term; one year if omitted; § 7-6-23 states no numeric director-term ceiling (§ 7-6-23(b)–(c)) |
Directors may be divided into classes with nonuniform terms (§ 7-6-23(c)) |
Replacement serves predecessor's unexpired term; newly added board-filled seat lasts to next director election (§ 7-6-24(b)–(c)) |
Director serves until successor elected or appointed and qualified (§ 7-6-23(c)) |
| South Carolina verified 2026-10-03 | South Carolina Nonprofit Corporation Act, title 33 ch. 31; board required, though articles may delegate some or all board powers (§ 33-31-801) |
Articles may name initial directors; otherwise incorporators elect directors or a completing board after incorporation; first ordinary member election at first annual meeting (§§ 33-31-202(c)(2), 33-31-205(a), 33-31-804(a)) |
Members entitled to vote ordinarily elect at annual meetings; articles/bylaws may change election time/method or provide appointed or designated seats (§ 33-31-804(a)) |
Group-elected seats recognized for member class, chapter, unit or geography; without director-voting members, documents govern or board elects if no method stated (§§ 33-31-804(b), 33-31-808(b)) |
Articles/bylaws set term, one year if silent; elected terms cannot exceed five years, appointed/designated terms exempt; successive elections allowed (§ 33-31-805(a)) |
Articles/bylaws may stagger directors in groups with nonuniform terms; elected terms still subject to five-year limit (§§ 33-31-805(a), 33-31-806) |
Unless documents differ, replacement for member-elected seat to next member director election; replacement for another seat finishes unexpired term (§ 33-31-805(c)) |
Serves through successor election, designation or appointment and qualification, or board-size decrease (§ 33-31-805(d)) |
| South Dakota verified 2026-10-03 | Nonprofit corporation chapters 47-22 to 47-28; affairs managed by board (§ 47-23-13) |
Articles name first board; serves until first annual director election or other articles/bylaws period (§ 47-23-15) |
Later directors elected or appointed under articles/bylaws; officers may hold ex officio seats (§§ 47-23-16, -24) |
Articles/bylaws may enlarge, limit or deny member/class vote; directors hold sole voting power if no voting members (§§ 47-23-8, -11) |
Articles/bylaws set term; one year if omitted; § 47-23-16 states no numeric director-term cap (§ 47-23-16) |
Directors may be in classes with nonuniform terms (§ 47-23-17) |
Vacancy replacement serves predecessor's unexpired term; new board-filled seat ends at next director election (§ 47-23-19) |
Serves until successor elected or appointed and qualified (§ 47-23-17) |
| Tennessee verified 2026-10-04 | Tenn. Code Ann. § 48-58-101 requires a board; mutual benefit charter may shift powers to person(s), public benefit charter to at least 3 individuals, subject to grandfathering |
Initial directors may be named in charter; if unnamed, incorporators elect them at organizational meeting (§ 48-52-105(a)); member election starts at first annual meeting (§ 48-58-104(a)) |
Members ordinarily elect annually; charter/bylaws may set other time/method or appoint/designate some; without members, documents control, otherwise board elects (§ 48-58-104) |
Member election is default; charter/bylaws can vary selector and establish voting classes with different rights (§§ 48-58-104, 48-56-201) |
Charter/bylaws set terms; absent term, 1 year; elected terms max 5 years; appointed/designated directors exempt; successive terms allowed (§ 48-58-105(a)) |
Charter/bylaws may divide directors into groups with staggered, nonuniform terms, subject to applicable elected-term ceiling (§§ 48-58-105–106) |
Member-elected seat: until next member director election; other seat: remainder of predecessor term, unless documents differ (§ 48-58-105(c)) |
Director serves until successor elected, designated or appointed and qualifies, or board size decreases (§ 48-58-105(d)) |
| Texas verified 2026-10-03 | Business Organizations Code Chapter 22; board default, but certificate may vest management in members (§§ 22.201–.202) |
Board-managed corporation names initial directors in certificate; initial term ends at first annual election unless documents specify period (§§ 22.205, .208(a)) |
Certificate/bylaws specify election, appointment or designation; board elects if no method specified (§ 22.206) |
Certificate/bylaws choose director selector; specified associations may elect under § 22.207 |
Documents set term; otherwise through next annual election and successor qualification; § 22.208 states no numerical cap |
Directors may be divided into classes with nonuniform terms (§ 22.209) |
Replacement term follows document setting or general next-annual-election default (§ 22.208(a)–(b)) |
Absent document term, director holds until successor elected, appointed or designated and qualified (§ 22.208(b)) |
| Utah verified 2026-10-03 | Utah Revised Nonprofit Corporation Act requires a board; articles may assign some or all board powers to other persons (§ 16-6a-801(1)–(2)) |
Articles may name initial directors; if none are named, incorporators may elect directors at their organizational meeting; initial terms ordinarily end at the first meeting electing or appointing directors (§§ 16-6a-202(2)(a), 16-6a-205(1), 16-6a-805(2)) |
Bylaws determine election, appointment or designation; absent a method, voting members elect at annual meetings, or the board elects if there are no voting members (§ 16-6a-804(1), (3), (5)) |
Bylaws may give voting-member groups or director classes specified director seats, and may use chapters, regions, preferential voting or another reasonable method; they may authorize appointment by a person or officeholder (§ 16-6a-804(2)–(4)) |
Bylaws may set terms; one year is the default, successive terms are allowed absent a contrary bylaw, and Part 8 states no numerical maximum for bylaw-set terms (§ 16-6a-805(1)) |
Bylaws may stagger directors in any number of groups with nonuniform terms; articles or bylaws may divide the board into classes with different rights and duties (§§ 16-6a-806, 16-6a-801(3)) |
Unless bylaws change it, a vacancy replacement finishes the unexpired term; a new-seat replacement serves until the later of the next election meeting or the term designated for that seat (§ 16-6a-805(4)) |
Unless bylaws change it, an expired-term director serves until a successor is chosen and qualifies or the board size decreases; reducing board size or term length does not shorten an incumbent term (§ 16-6a-805(3), (5)) |
| Vermont verified 2026-10-03 | Vermont Nonprofit Corporation Act, 11B V.S.A.; board required, but articles may transfer some or all powers to others (§ 8.01) |
Articles may name initial directors; otherwise incorporators elect at organizational meeting (§§ 2.02(b)(2), 2.05(a)) |
Members elect annually by default; documents may vary election or give appointment/designation seats; no-member board-election fallback (§ 8.04) |
Members ordinarily elect; class, organizational or regional group may elect its director; no-member board elects absent document method (§§ 8.04, 8.08(b)) |
One-year default; elected director term up to six years; appointed/designated seats excepted (§ 8.05(a)) |
Articles/bylaws may stagger two to six nearly equal groups, with annual successive expirations (§ 8.06) |
Member-elected seat to next member director election; other seat to predecessor's unexpired term; documents may vary (§ 8.05(c)) |
Until successor elected, designated or appointed and qualified, or board size decreases (§ 8.05(d)) |
| Virginia verified 2026-10-03 | Nonstock Corporation Act, Chapter 10; board required except authorized governance agreement (§ 13.1-853(A)) |
Articles may name initial directors; otherwise incorporators elect board at organizational meeting (§§ 13.1-819(B)(1), -822(A)) |
Articles govern election/appointment; voting members ordinarily elect at first and later annual meetings unless staggered (§§ 13.1-819(A)(4), -855(D)) |
Articles may assign seats to authorized member classes, each separate voting group; nonvoting-member terms follow articles (§§ 13.1-856, -857(B)–(C)) |
One year absent articles term; other directors expire next annual member meeting absent staggering; no numeric maximum stated (§ 13.1-857(A)–(C)) |
Articles may stagger director groups; with cumulative voting, at least three directors elected each annual meeting (§ 13.1-858) |
Board-elected replacement expires at next member election, or per articles if no voting members (§ 13.1-857(E)) |
Except ex officio, director continues until successor elected and qualifies or board size decreases (§ 13.1-857(F)) |
| Washington verified 2026-10-03 | Nonprofit Corporation Act, Chapter 24.03A RCW; board required (§ 24.03A.490) |
Articles name initial board; incorporators elect a board if initial directors resign or refuse to meet; initial term ends at first annual election unless articles specify otherwise (§§ 24.03A.100(1)(e), .120(1), .515(3)) |
Members elect in membership corporation; board elects in nonmembership corporation; articles/bylaws may change time or method or assign appointment/designation to others (§ 24.03A.510) |
Member election default; articles/bylaws may vary; member classes may have distinct voting rights under governing documents (§§ 24.03A.345(2), .435, .450, .510(1)) |
One year unless articles/bylaws specify; elected terms at most five years, with pre-2022 grandfathering; outside appointments/designations may be any length (§ 24.03A.515(1)–(2)) |
Articles/bylaws may stagger groups; group size and term lengths need not be uniform (§ 24.03A.520) |
Absent articles/bylaws variation, replacement elected to fill vacancy serves rest of unexpired term (§ 24.03A.515(5)) |
Director serves until successor elected, appointed or designated and takes office, unless articles/bylaws provide otherwise (§ 24.03A.515(6)) |
| West Virginia verified 2026-10-03 | West Virginia Nonprofit Corporation Act; board required, but articles may make all members or a class the board (§§ 31E-8-801, -804(a)) |
Articles designate initial board or organizational meeting elects it; first voting-member election at first member meeting for that purpose (§ 31E-8-803(c)) |
Voting members elect at first election meeting and later annual meetings; articles may create self-perpetuating board if no members vote for directors, or ex officio seats (§§ 31E-8-803(c), -804(b)–(c)) |
Articles may authorize one or more member classes to elect all or specified director seats; all members or a class may themselves constitute board (§§ 31E-8-804(a), -805) |
Initial and later ordinary terms end at next applicable annual member/board meeting; staggered terms may run up to five annual meetings; ex officio tenure follows underlying office (§§ 31E-8-804(b), -806(a)–(b), -807(a)) |
Articles may divide non-ex-officio directors into up to five approximately equal groups; cumulative-voting corporations need at least three directors per group (§ 31E-8-807) |
Director elected to fill vacancy serves until next meeting where directors are elected (§ 31E-8-806(d)) |
Ordinary director stays until successor elected and qualified or board size decreases; ex officio service ends with underlying office (§§ 31E-8-804(b), -806(e)) |
| Wisconsin verified 2026-10-03 | Chapter 181 requires a board; member-approved articles or bylaws may delegate some or all board powers to another person (§ 181.0801) |
Articles may name initial directors; if not, incorporators elect directors or a board at the organizational meeting; first ordinary member election at first annual meeting (§§ 181.0202(2)(a), 181.0205(1), 181.0804(1)) |
Voting members ordinarily elect at each annual meeting; articles/bylaws may set another time or method or provide appointed or designated seats (§ 181.0804(1)) |
Members elect unless documents differ; a class, chapter, unit or geographic group may elect its director; without members, documents govern or board elects if no method stated (§§ 181.0804, 181.0808(2)) |
Articles/bylaws specify term; one year if silent, successive terms allowed; § 181.0805 states no numerical maximum (§ 181.0805(1)) |
Directors may be divided into classes with nonuniform terms; § 181.0806 states no class-count or term-length ceiling (§ 181.0806) |
Unless documents differ, member-elected seat's replacement serves to next member director election; other replacement finishes unexpired term (§ 181.0805(3)) |
Unless documents differ, director serves until successor elected, designated or appointed and qualified, or board size decreases; subject to resignation/removal (§ 181.0805(4)) |
| Wyoming verified 2026-10-03 | Wyoming Nonprofit Corporation Act; board required, though articles may transfer some or all board powers (§ 17-19-801) |
Articles may name initial directors; otherwise incorporators elect at organizational meeting (§§ 17-19-202(b)(iii), -205(a)(ii)) |
Members elect annually by default; documents may vary method or give appointment/designation seats; no-member board-election fallback (§ 17-19-804) |
Members ordinarily elect; class or organizational group may elect a seat; no-member board elects absent document method (§§ 17-19-804, -808(b)) |
One-year default; elected director term up to five years; appointed/designated seats excepted (§ 17-19-805(a)) |
Articles/bylaws may stagger groups with nonuniform terms (§ 17-19-806) |
Member-elected seat to next member director election; other seat to predecessor's unexpired term; documents may vary (§ 17-19-805(c)) |
Until successor elected, designated or appointed and qualified, or board size decreases (§ 17-19-805(d)) |
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