Nonprofit Corporation Director Election and Term Rules in Illinois

At a glance

Requirements one by one

First board and later selection

The articles identify the first board's size and each director's name and address (§ 102.10(a)(5)). Every corporation has a board; the articles may change the ordinary arrangement under which the board directs its affairs (§ 108.05(a)). The articles may provide for no members or one or more member classes, and may define their voting rights (§ 102.10(b)(1)(ii)–(iii)).

For later elections, § 108.10(d) expressly recognizes both members and directors entitled to vote on directors. When member classes are authorized, the articles or bylaws may give one or more classes the right to elect all or specified director seats (§ 108.10(f)). The board may fill a vacancy unless the articles or bylaws provide another method (§ 108.30).

Term, staggering, and holdover

An ordinary term expires at the next meeting for director elections after selection; § 108.10(c) excepts staggered terms. The articles or bylaws may divide directors into classes whose terms need not be uniform (§ 108.10(e)). Despite expiration, a director continues through the next meeting at which members or directors entitled to elect directors do so. For a classed seat, service also continues until the successor is elected and qualified (§ 108.10(d)–(e)).

The director filling a vacancy serves the predecessor's unexpired term (§ 108.30); § 108.10(c) also ties that expiration to the annual member election at which the predecessor's term would have ended.

What trips people up

An amendment reducing board size, or eliminating a seat chosen by a person other than members, may shorten an incumbent term if the relevant selector approves the amendment (§ 108.10(d)). This differs from the ordinary holdover rule.

Member classes entitled to elect directors are different from director classes used to stagger terms (§ 108.10(e)–(f)).

Common questions

Must the first directors be named in the articles? Yes. The articles state the first board's number and each initial director's name and address (§ 102.10(a)(5)).

Does the Act require equal staggered terms? Section 108.10(e) expressly permits nonuniform terms among director classes.

Statutes and sources

Current official Illinois General Not For Profit Corporation Act of 1986, accessed October 3, 2026. Verbatim excerpts:

• § 102.10(a)(5): “The number of directors constituting the first board of directors and the names and addresses of each such director”.
• § 108.05(a): “Each corporation shall have a board of directors”.
• § 108.10(c)–(f): “The terms of all directors expire at the next meeting for the election of directors following their election unless their terms are staggered under subsection (e).”
• § 108.30: “a vacancy shall be elected or appointed for the unexpired term of his or her predecessor in office.”