Nonprofit Corporation Director Election and Term Rules in Missouri

At a glance

Requirements one by one

Board and first directors

Missouri requires a board, though it may be called a board of trustees, regents, or overseers (§ 355.316(1)–(2)). Articles may name the initial directors (§ 355.096(3)(2)). If they do not, the incorporators elect directors or a board at an organizational meeting (§ 355.111(1)(2)).

Later selection and terms

Members ordinarily elect later directors at the first and subsequent annual meetings. The articles or bylaws may set another time or method or assign some seats to appointers or designation. Without members, the documents set the route; if they state no designation or appointment method, the board elects successors (§ 355.326). If members fill a vacancy in a class, chapter, region, or other group-elected seat, only that group votes unless documents vary (§ 355.361(1)(1)).

The articles or bylaws specify terms; without a specified term, each director's term is one year. Most elected directors' terms may not exceed six years, while appointed and designated directors are exempt. Successive terms are permitted (§ 355.331(1)). Documents may divide directors into staggered groups with nonuniform terms (§ 355.336).

Replacement and holdover

Unless the articles or bylaws provide otherwise, a member-elected seat's replacement serves to the next member director election. Other replacements serve the predecessor's unexpired term (§ 355.331(3)). A director whose term has expired continues until a successor is elected, designated, or appointed and qualifies, or until board size decreases (§ 355.331(4)).

What trips people up

The six-year cap in § 355.331(1) does not apply to appointed or designated directors. The same section still supplies a one-year fallback where articles and bylaws omit a term. A group of members electing a seat (§ 355.361(1)(1)) is distinct from a group of directors staggered by term (§ 355.336).

Common questions

Who elects directors in a nonprofit without members? The documents set the method. If no designation or appointment method appears there, the board elects successors (§ 355.326(2)).

Does a replacement always complete the prior term? No. A member-elected seat's replacement serves to the next member election unless documents provide another rule (§ 355.331(3)).

Statutes and sources

Current official Missouri Revised Statutes, accessed October 3, 2026. Verbatim excerpts:

• Mo. Rev. Stat. § 355.096: “(2) The names and addresses of the individuals who are to serve as the initial directors;”
• Mo. Rev. Stat. § 355.111: “(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to elect directors and complete the organization of the corporation, or to elect a board of directors who shall complete the organization of the corporation.”
• Mo. Rev. Stat. § 355.316: “1. Each corporation shall have a board of directors, which may also be called a board of trustees, a board of regents or a board of overseers. 2. Except as provided in this chapter, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.”
• Mo. Rev. Stat. § 355.326: “355.326. Election, designation of members. — 1. If the 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 thereafter, unless the articles or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or designated. 2. If the corporation does not have members, all the directors, except the initial directors, shall be elected, appointed or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors, other than the initial directors, shall be elected by the board.”
• Mo. Rev. Stat. § 355.331: “355.331. Terms of directors, generally. — 1. The articles or bylaws shall specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed six years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms. 2. A decrease in the number of directors or term of office does not shorten an incumbent director's term. 3. Except as provided in the articles 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 which such director is filling. 4. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors.”
• Mo. Rev. Stat. § 355.336: “355.336. Staggered terms of directors. — The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.”
• Mo. Rev. Stat. § 355.361: “if the vacant office was held by a director elected by a class, chapter or other organization 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;”