Nonprofit Corporation Director Election and Term Rules in Arkansas
At a glance
| Governing act and board route | 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) |
|---|---|
| Initial directors and first selection | 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) |
| Who chooses successor directors | 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) |
| Member and class election rights | 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) |
| Director term and maximum | 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)) |
| Staggered terms | Articles/bylaws may divide directors into staggered groups with nonuniform terms, subject to elected-term cap (§§ 4-33-805(a), 4-33-806) |
| Term after filling a vacancy | Unless articles/bylaws change it, member-elected seat ends at next member director election; other replacements finish unexpired term (§ 4-33-805(c)) |
| Holdover after term expires | 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)) |
Requirements one by one
First and later directors
The 1993 act requires a board, although articles may give some or all of its powers and duties to others (§ 4-33-801). Articles may name initial directors (§ 4-33-202). Otherwise, incorporators elect directors at an organizational meeting; named directors organize the corporation themselves (§ 4-33-205).
Members ordinarily elect successors at the first annual meeting and every annual meeting after that. Articles or bylaws may set another time or method, appoint some directors through another person, or designate a named individual or officeholder. With no members, the governing documents set the method; if they do not, the board elects (§ 4-33-804). The act also recognizes directors elected by a member class, chapter, region or other group (§ 4-33-808).
Terms and replacement seats
The default term is one year. Except for appointed or designated directors, a term may not exceed the lesser of six years or the corporation's stated duration. Directors may serve successive terms unless articles or bylaws say otherwise (§ 4-33-805). Articles or bylaws may stagger groups with unequal terms (§ 4-33-806).
Unless articles or bylaws change the rule, a replacement for a member-elected director serves until the next member director election; other replacements complete the unexpired term. A director continues after term expiration until a successor is chosen and qualifies or the board size decreases. Reducing the board size or the office term does not shorten the incumbent's existing term (§ 4-33-805).
What trips people up
The 1993 act covers corporations incorporated from January 1, 1994, and older corporations that elected into it. A pre-1994 corporation that did not elect remains under prior law (§ 4-33-1701). Its director rules require a separate governing-law check.
The six-year ceiling applies to an elected single term, with the corporation's stated duration as a possible shorter limit. The act excludes appointed and designated directors from that ceiling (§ 4-33-805).
Common questions
Who elects directors when there are no members? The articles or bylaws provide the route; without one, the board elects (§ 4-33-804).
Does a replacement for a member-elected seat finish the entire former term? Ordinarily no. The replacement serves until the next member director election, unless articles or bylaws provide otherwise (§ 4-33-805).
Statutes and sources
The official enrolled 1993 Act 1147 and 1999 Act 26 PDFs linked in the statute entries above provide the quoted provisions. Accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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