Nonprofit Corporation Director Election and Term Rules in Indiana

At a glance

Requirements one by one

First board and successor choice

Indiana requires a board but permits the articles to assign some or all board powers to another person or group (§ 23-17-12-1(a)–(c)). The articles may name initial directors (§ 23-17-3-3(2)); if they do not, incorporators elect directors or a board at their organizational meeting (§ 23-17-3-7(a)(2)).

For a corporation with members, members elect successors at the first and later annual meetings unless articles or bylaws set another time or method or provide appointed or designated seats (§ 23-17-12-4(a)). For a memberless corporation, the documents supply the method; if they supply none, the board elects successors (§ 23-17-12-4(b)). A class, chapter, region, or other group may hold a director seat: when members fill a vacancy in that seat, only the group votes unless documents vary (§ 23-17-12-14(a)(1)).

Terms, groups, and replacement

The articles or bylaws must specify director terms. If no term is specified, the term is one year. An elected director's term may not exceed five years; designated and appointed directors are excepted. Successive terms are permitted (§ 23-17-12-5(a)). Documents may stagger terms by dividing directors into groups, and those groups' terms need not be uniform (§ 23-17-12-6).

Unless documents provide otherwise, a replacement for a member-elected seat serves to the next member director election; a replacement for another seat completes the predecessor's unexpired term (§ 23-17-12-5(c)). After a term expires, a director continues until a successor is elected, designated, or appointed and qualifies, or until the number of directors decreases (§ 23-17-12-5(d)).

What trips people up

The five-year limit in § 23-17-12-5(a) exempts appointed and designated directors. The default one-year term still applies when the articles and bylaws specify no term. Member and director groups are different ideas: § 23-17-12-6 concerns staggered board terms; § 23-17-12-14(a)(1) concerns which members vote for a group seat.

Common questions

Who chooses directors if there are no members? The articles or bylaws set the route; without one, the board elects later directors (§ 23-17-12-4(b)).

Does a replacement always finish the predecessor's term? No. A replacement for a member-elected seat serves until the next member director election unless the documents change the rule (§ 23-17-12-5(c)).

Statutes and sources

Current official Indiana Code 2026, accessed October 3, 2026. Verbatim excerpts:

• Ind. Code § 23-17-3-3: “(2) The names and addresses of the individuals who are to serve as the initial directors.”
• Ind. Code § 23-17-3-7: “if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) to elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.”
• Ind. Code § 23-17-12-1: “(a) A corporation must have a board of directors. (b) Except as otherwise provided in this article: (1) corporate powers shall be exercised by or under the authority of; and (2) the business and affairs of the corporation managed under the direction of; the corporation's board of directors.”
• Ind. Code § 23-17-12-1: “(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors.”
• Ind. Code § 23-17-12-4: “IC 23-17-12-4 Time and method of election Sec. 4. (a) If a corporation has members, all the directors except the initial directors shall be elected at the first annual meeting of members and at each annual meeting after the first annual meeting, unless articles of incorporation or bylaws provide: (1) another time or method of election; or (2) that some of the directors are designated or appointed by another person.”
• Ind. Code § 23-17-12-4: “(b) If a corporation does not have members, all the directors except the initial directors shall be elected, designated, or appointed as provided in articles of incorporation or bylaws. If a method of election, designation, or appointment is not set forth in articles of incorporation or bylaws, the directors other than the initial directors shall be elected by the board of directors.”
• Ind. Code § 23-17-12-5: “IC 23-17-12-5 Term Sec. 5. (a) Articles of incorporation or bylaws must specify the terms of directors. Except for designated or appointed directors, the term of a director may not exceed five (5) years. In the absence of a term specified in articles of incorporation or bylaws, the term of a director is one (1) year. Directors may be elected for successive terms. (b) Subject to sections 8 through 11 of this chapter, a decrease in the number of directors or term of office does not shorten an incumbent director's term. (c) Except as provided in articles of incorporation or bylaws: (1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and (2) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling. (d) Despite the expiration of a director's term, the director continues to serve until: (1) a successor is elected, designated, or appointed and qualifies; or (2) there is a decrease in the number of directors.”
• Ind. Code § 23-17-12-6: “Articles of incorporation or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of groups is not required to be uniform.”
• Ind. Code § 23-17-12-14: “If the vacant office was held by a director elected by a class, chapter, other organizational unit, or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members.”