Nonprofit Corporation Director Election and Term Rules in Michigan

At a glance

Requirements one by one

First board and selection method

A nonstock nonprofit's articles identify whether it operates on a membership or directorship basis (§ 450.2202(f)). A majority of incorporators selects the first board, before or after filing the articles (§ 450.2223). The board ordinarily manages the corporation, subject to statutory and article exceptions (§ 450.2501(1)).

For a membership corporation, members ordinarily elect directors at the first and later annual meetings; articles or a bylaw adopted by members or incorporators may specify another term or method (§ 450.2505(2)). A directorship corporation's articles or a bylaw must specify the term and election or appointment method (§ 450.2505(3)).

Member classes, staggered terms, and holdover

Where a membership corporation has more than one membership class, the articles or a bylaw adopted by each class may give a class exclusive election rights for specified seats (§ 450.2506(2)). On a membership basis, directors may be split into up to five nearly equal classes instead of electing every seat annually; a directorship corporation may also have up to five classes (§ 450.2506(1), (3)).

Absent a document term, a membership corporation's first board serves to the first annual meeting and members then elect successors to the next annual meeting (§ 450.2505(2)). A director continues beyond the selected term until a successor is elected or appointed and qualified, or until resignation or removal (§ 450.2505(4)).

Replacement term

For a classified board, a director filling a vacancy serves until the next election of that class and until a successor qualifies, unless the articles or bylaws limit that rule (§ 450.2515a(3)). For another seat, the Act's general rule ties service to the term for which the director is elected or appointed (§ 450.2505(4)).

What trips people up

The membership-corporation annual-election default does not supply a term or selection method for a directorship corporation. Section 450.2505(3) requires those details in the articles or a bylaw.

Common questions

Who selects the first board? A majority of the incorporators, at a meeting or by written instrument (§ 450.2223).

Can one member class elect its own seats? Yes, if the articles or a bylaw adopted by each class provides that exclusive class election (§ 450.2506(2)).

Statutes and sources

Current official Michigan Nonprofit Corporation Act, accessed October 3, 2026. Verbatim excerpts:

• § 450.2202(f): “a statement that the corporation is formed on a membership basis or a statement that the corporation is formed on a directorship basis.”
• § 450.2223: “a majority of the incorporators at a meeting or by written instrument, shall select a board”.
• § 450.2501(1): “The business and affairs of a corporation shall be managed by or under the direction of its board”.
• § 450.2505(2)–(4): “a bylaw of a corporation that is organized on a directorship basis shall specify the term of office and the manner of election or appointment of directors.”
• § 450.2506(1)–(3): “the directors are divided into up to 5 classes”.
• § 450.2515a(3): “any director chosen to fill a vacancy shall hold office until the next election of the class”.