Nonprofit Corporation Director Election and Term Rules in Kentucky
At a glance
| Governing act and board route | KRS 273.161–.390; board of at least three, except initial board number fixed in articles (§ 273.211(1)) |
|---|---|
| Initial directors and first selection | 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)) |
| Who chooses successor directors | Articles/bylaws provide subsequent election or appointment method; statute states no independent all-member selector (§ 273.211(2)) |
| Member and class election rights | Member vote follows articles/bylaws' election method; directors may be divided into classes with nonuniform terms (§ 273.211(2)–(3)) |
| Director term and maximum | Articles/bylaws set terms; one year if silent; § 273.211 states no numerical maximum (§ 273.211(2)–(3)) |
| Staggered terms | Directors may be divided into classes, and class terms need not be uniform (§ 273.211(3)) |
| Term after filling a vacancy | Director elected or appointed to fill vacancy serves predecessor's unexpired term (§ 273.213(2)) |
| Holdover after term expires | Default one-year director until successor elected and accepts; class provision continues service until elected/appointed successor qualifies (§ 273.211(2)–(3)) |
Requirements one by one
First board and later choice
Kentucky articles name the first board and its number (§ 273.247). That board serves until the first annual election unless the articles or bylaws prescribe another period (§ 273.211). Later directors are elected or appointed in the manner the articles or bylaws provide. Section 273.211 does not independently assign all elections to members.
Terms, classes, and replacements
The articles or bylaws set terms. If they do not, a director serves one year and until a successor is elected and accepts election (§ 273.211). The statute states no numerical maximum. Directors may be divided into classes with nonuniform terms, and the class provision continues service until a successor is elected or appointed and qualified (§ 273.211).
A director elected or appointed to fill a vacancy serves the predecessor's unexpired term (§ 273.213). The separate removal and vacancy survey addresses the selection of the filler.
What trips people up
The first board is named in the articles, while the method for later seats belongs to the articles or bylaws (§§ 273.247, 273.211).
Common questions
Must members elect every successor director? The articles or bylaws set the method for subsequent election or appointment (§ 273.211).
Must director classes have equal terms? No. Section 273.211 expressly permits nonuniform class terms.
Statutes and sources
Current official Kentucky Revised Statutes §§ 273.211, .213, and .247, accessed October 3, 2026. Verbatim excerpts and official section links appear in the statute citations above.
Source links
Every statute quoted above, linked, with the date we checked it.
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