Nonprofit Corporation Director Election and Term Rules in Massachusetts

At a glance

Requirements one by one

First board and selection route

Chapter 180 § 3 imports the Chapter 156B formation provisions, including § 12. At the incorporators' first meeting, they elect the initial directors, alongside adopting bylaws and choosing the named officers (ch. 156B, § 12). Chapter 180 § 6A permits a different structure: a board of other officers with director powers and presiding, financial, and recording officers with the powers of the named officers.

Later terms and member rights

Subject to other law, Chapter 180 § 6A permits bylaws to set both director tenure and the manner of selection. The bylaw provision is therefore the first place to check for ordinary successor selection, term length, any varying or staggered service, a replacement's term, and post-term service.

If the corporation has membership classes, the articles or bylaws set each class's voting rights and its members' election or appointment method (ch. 180, § 3). In a corporation without members, an action that Chapter 180 assigns to members is instead taken by the same percentage of directors (§ 3). Those member-class rights and the bylaw director-selection provision must be read together.

What trips people up

The Chapter 156B § 12 initial-director election comes through Chapter 180 § 3's formation cross-reference. It should be kept distinct from the later director-selection method that Chapter 180 § 6A allows the bylaws to set.

Common questions

Who chooses the first directors? The incorporators elect them at their first meeting under the imported Chapter 156B § 12 rule.

Can the nonprofit use a different governing board title or officer structure? Yes. Chapter 180 § 6A expressly permits the substitute board of officers described above.

Statutes and sources

Current official Massachusetts General Laws, accessed October 3, 2026. Verbatim excerpts:

• Mass. Gen. Laws ch. 180, § 3: “The corporation shall be formed in the manner prescribed in and subject to section thirty of chapter sixty-nine, section two B of chapter one hundred and fifty-five and sections eleven, twelve and thirteen of chapter one hundred and fifty-six B, except that the corporation shall have no capital stock, the articles of organization shall omit references to stock and stockholders, the articles of organization shall specify the purposes for which the corporation is formed and the corporation may not assume a name that is misleading as to its corporate purposes.”
• Mass. Gen. Laws ch. 180, § 3: “A corporation may have one or more classes of members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment, the duration of membership and the qualification and rights, including voting rights, of the members of each class shall be set forth in the articles of organization or the by-laws. If a corporation does not have members, any action or vote required or permitted by this chapter to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation.”
• Mass. Gen. Laws ch. 180, § 6A: “Instead of the directors and other officers to be elected at the first meeting, the corporation may have a board of other officers with the powers of directors, and presiding, financial and recording officers with the powers of president, treasurer and clerk.”
• Mass. Gen. Laws ch. 180, § 6A: “Except as otherwise expressly provided, a corporation may by its by-laws determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the mode of voting by proxy; and the tenure of office of the directors and officers and the manner of their selection and removal; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offense; but no by-law inconsistent with law shall be made by a corporation.”
• Mass. Gen. Laws ch. 156B, § 12: “Such incorporators shall hold a meeting at which by-laws shall be adopted, and the initial directors, a president, treasurer and clerk elected.”