Nonprofit Corporation Director Election and Term Rules in New Jersey

At a glance

Requirements one by one

First board and successor selectors

The New Jersey Nonprofit Corporation Act ordinarily places management in the board, subject to its own and the certificate's exceptions (§ 15A:6-1). The certificate must state the election method or point to the bylaws and name the first trustees (§ 15A:2-8(a)(6), (9)). For member- or board-elected seats, those named trustees serve through the first annual or biennial selector meeting and until successors are elected and qualified. If documents give selection to someone else, the named trustees instead serve the document-specified term, with the same successor-qualified holdover (§ 15A:6-3(a)–(b)).

At the first and later annual or biennial meetings, members or the board elect the trustees allocated to them by the certificate, bylaws, or applicable law (§ 15A:6-3(c)). A board election meeting must be at least biennial if documents so provide; absent that provision it is annual (§ 15A:6-3(a)). The certificate records whether the corporation has members; memberless corporations still state an election method in the certificate or bylaws (§ 15A:2-8(a)(3)–(6)).

Terms and two kinds of classes

Ordinary member- and board-elected terms run to the next annual or biennial meeting, apart from permitted trustee classification (§ 15A:6-3(c)). The certificate or bylaws may classify those trustees into staggered terms of one to six years. At least one class must expire every two years, and classification starts no earlier than the first member or board annual/biennial meeting (§ 15A:6-4(a)). Separately, where there is more than one class of members, the certificate or bylaws may reserve election of some trustees exclusively to a membership class (§ 15A:6-4(b)).

Midterm seat and holdover

Unless the certificate or bylaws vary the vacancy rule, a trustee the board elects to fill an unfilled or vacant seat holds until the next annual or biennial meeting and a successor is elected and qualified. The same endpoint applies to a board-elected newly created seat and to a board choice made for a future-effective resignation (§ 15A:6-5(a)–(c)). The Act also keeps an ordinarily elected trustee in office after the stated term until a successor is elected and qualified (§ 15A:6-3(c)).

What trips people up

The six-year ceiling in § 15A:6-4(a) applies to a classified member- or board-elected trustee term. It should not be read as the text's term for every trustee selected by someone else; § 15A:6-3(b) sends that trustee's initial term to the certificate or bylaws.

Common questions

Does a nonprofit without members skip trustee selection? No. Its certificate must say it has no members and give the trustee-election method or refer to the bylaws (§ 15A:2-8(a)(5)–(6)).

Can one membership class elect its own trustees? Yes, if there is more than one class and the certificate or bylaws reserve those seats to that class (§ 15A:6-4(b)).

Statutes and sources

Current official New Jersey unannotated statutory text, accessed October 3, 2026. Verbatim excerpts:

• N.J.S.A. § 15A:2-8: “(3) If the corporation is to have members, the qualifications for members or that the qualifications shall be as set forth in the bylaws of the corporation; (4) If the members are to be divided into classes, the relative right and limitations of the different classes of members to the extent those rights and limitations have been determined or that the rights and limitations shall be as set forth in the bylaws of the corporation; (5) If the corporation is to have no members, that there shall be no members; (6) The method of electing trustees or that the method shall be as set forth in the bylaws of the corporation;”
• N.J.S.A. § 15A:2-8: “(9) The number of trustees, not less than three, constituting the first board and the names and addresses of the persons who aim to serve as trustees, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation;”
• N.J.S.A. § 15A:6-1: “The activities of a corporation shall be managed by its board, except as in this act or in its certificate of incorporation otherwise provided.”
• N.J.S.A. § 15A:6-3: “a. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the members, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the members and until their successors are elected and qualified. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the board, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the board of trustees and until their successors shall have been elected and qualified. The certificate of incorporation or the bylaws may provide that a meeting of the board to elect trustees shall be held at least once every 2 years. If a provision for a required meeting of the board is not set forth in the certificate of incorporation or bylaws, then the meeting shall be held annually. b. If the certificate of incorporation or the bylaws provide that some of or all the trustees shall be elected or selected other than by the members or the board, the trustees named in the certificate of incorporation shall hold office for the term specified in the certificate of incorporation or bylaws and until their successors are elected and qualified. c. At the first annual or biennial meeting of the members or of the board of trustees and at each annual or biennial meeting thereafter, the members or the board of trustees, as the certificate of incorporation or the bylaws or any other applicable law may provide, shall elect trustees to be elected by them to hold office until the next annual or biennial meeting, except as to the classification of trustees as permitted by subsection b. of section 15A:6-4. Each trustee shall hold office for the term for which the trustee is elected and qualified and until a successor is elected and qualified.”
• N.J.S.A. § 15A:6-4: “a. As to trustees to be elected by the members or by the board of trustees, a corporation may provide in its certificate of incorporation or its bylaws for the classification of its trustees in respect to the time for which they shall severally hold office, but a class of trustees shall not hold office for a term shorter than 1 year or longer than 6 years. The term of office of at least one class shall expire every 2 years. A classification of trustees shall not be effective prior to the first annual or biennial meeting of members or the board of trustees. b. Any corporation having more than one class of members may provide in its certificate of incorporation or its bylaws for the election of one or more trustees by the members of any class to the exclusion of members of other classes of members.”
• N.J.S.A. § 15A:6-5: “a. Unless otherwise provided in the certificate of incorporation or the bylaws, any trusteeship not filled at the annual or biennial meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining trustees even though less than a quorum of the board, or by a sole remaining trustee. A trustee so elected by the board shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified. b. Unless otherwise provided in the certificate of incorporation or bylaws, when one or more trustees shall resign from the board effective at a future date, a majority of the trustees then in office, including those who have so resigned, may fill the vacancy or vacancies, the vote thereon to take effect when the resignation or resignations become effective. Each trustee so chosen shall hold office as herein provided in the filling of other vacancies. c. Any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by election at an annual or biennial meeting or at a special meeting called for that purpose of the members, or of the board if the certificate of incorporation, the bylaws or any other applicable law provides for the election of trustees by the board. A trustee elected by the board to fill the trusteeship shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified.”