Nonprofit Corporation Director Election and Term Rules in Mississippi
At a glance
| Governing act and board route | Mississippi Nonprofit Corporation Act requires a board; articles may assign some or all board powers and corresponding duties to others (§ 79-11-231) |
|---|---|
| Initial directors and first selection | Articles may name initial directors; otherwise incorporators elect them at organization; member corporations ordinarily elect successors at first annual meeting (§§ 79-11-137, 79-11-143, 79-11-237) |
| Who chooses successor directors | Members elect at annual meetings by default; articles/bylaws may alter time or method or allow appointment/designation; without members, articles/bylaws control, then board election defaults (§ 79-11-237) |
| Member and class election rights | Members ordinarily elect; articles/bylaws may use delegates, chapters, geographic groups, preferential voting or another reasonable method; no-member board elects absent document method (§§ 79-11-225, 79-11-237) |
| Director term and maximum | Articles/bylaws specify terms, otherwise one year; elected directors have five-year maximum, appointed/designated directors are exempt; successive terms permitted (§ 79-11-239(1)) |
| Staggered terms | Articles/bylaws may stagger directors in groups with nonuniform terms, subject to elected-term ceiling (§§ 79-11-239(1), 79-11-241) |
| Term after filling a vacancy | Unless articles/bylaws change it, member-elected replacement ends at next member director election; other replacement finishes unexpired term (§ 79-11-239(3)) |
| Holdover after term expires | Expired-term director continues until successor is elected, designated or appointed and qualifies, or board size decreases; reducing board size or term does not shorten incumbent tenure (§ 79-11-239(2), (4)) |
Requirements one by one
First board and later selection
Mississippi requires a board, but articles may give a person some or all board powers and matching duties (§ 79-11-231). Articles may name the initial directors (§ 79-11-137); otherwise incorporators elect them at an organizational meeting (§ 79-11-143).
Members ordinarily elect successors at the first annual meeting and each annual meeting thereafter. Articles or bylaws may change the time or method, permit another person to appoint some directors, or designate some. Without members, the documents control selection; if they specify no designation or appointment method, the board elects (§ 79-11-237). Articles or bylaws may organize elections through delegates, chapters, regions, preferential voting or another reasonable method (§ 79-11-225).
Terms and replacements
An unspecified term is one year. Terms for directors other than appointed or designated ones may not exceed five years; successive elections are allowed (§ 79-11-239). Articles or bylaws may stagger groups with unequal terms (§ 79-11-241).
Unless articles or bylaws change the rule, a replacement for a member-elected seat serves until the next member director election; another replacement finishes the unexpired term. An incumbent holds over after expiration until a successor is selected and qualifies or the board size falls. Reducing the board or office term does not cut short an incumbent's term (§ 79-11-239).
What trips people up
The five-year maximum applies to an elected term, while appointed and designated directors are expressly excepted (§ 79-11-239). A replacement's endpoint depends on whether members elected the original director.
Common questions
Who chooses directors without members? The articles or bylaws set the method; if they do not provide one, the board elects (§ 79-11-237).
May the corporation stagger terms of different lengths? Yes. Articles or bylaws may create groups whose terms are not uniform (§ 79-11-241).
Statutes and sources
The official legislative publication linked in the citations above reprints the quoted Mississippi Code provisions. Accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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