Nonprofit Corporation Director Election and Term Rules in Rhode Island
At a glance
| Governing act and board route | Rhode Island Nonprofit Corporation Act; first board named in articles, later selection under articles/bylaws (§ 7-6-23(b)) |
|---|---|
| Initial directors and first selection | Articles name first board; service to first annual director election or another articles/bylaws period (§ 7-6-23(b)) |
| Who chooses successor directors | Later directors elected or appointed under articles/bylaws; officers may hold ex officio board seats if documents provide (§§ 7-6-23(b), 7-6-28(b)) |
| Member and class election rights | Articles/bylaws may limit, enlarge or deny member/class votes; otherwise one vote per member on matters submitted; directors alone vote if no members or no member vote (§ 7-6-20(a), (d)) |
| Director term and maximum | Articles/bylaws set term; one year if omitted; § 7-6-23 states no numeric director-term ceiling (§ 7-6-23(b)–(c)) |
| Staggered terms | Directors may be divided into classes with nonuniform terms (§ 7-6-23(c)) |
| Term after filling a vacancy | Replacement serves predecessor's unexpired term; newly added board-filled seat lasts to next director election (§ 7-6-24(b)–(c)) |
| Holdover after term expires | Director serves until successor elected or appointed and qualified (§ 7-6-23(c)) |
Requirements one by one
First and later directors
The articles name the first board, whose initial service ends at the first annual director election unless the articles or bylaws specify another period (§ 7-6-23). Thereafter, those documents determine the election or appointment method. They may also make officers ex officio members of the board (§ 7-6-28).
Member and class voting rights may be enlarged, limited or denied by the articles or bylaws. Otherwise each member gets one vote on matters submitted to members. When there are no members or no member voting rights, directors hold sole voting power (§ 7-6-20).
Terms and replacement seats
An omitted director term defaults to one year. Directors may serve in classes with nonuniform terms; § 7-6-23 states no numeric director-term ceiling. A director remains until a successor is elected or appointed and qualified.
A vacancy replacement serves the predecessor's unexpired term. A new seat created by increasing board size and filled by the board can instead run only until the next director election (§ 7-6-24).
What trips people up
The law uses different term endpoints for an existing vacant seat and a newly created board-filled seat (§ 7-6-24). Identify which seat is being filled.
Common questions
Can the governing documents give a class no vote? Yes. Section 7-6-20 expressly permits member or class votes to be limited, enlarged or denied.
Can officers sit on the board because of their office? Yes, if the articles or bylaws provide for ex officio officer seats (§ 7-6-28).
Statutes and sources
The official Rhode Island statutes linked above contain the quoted rules. Accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Rhode Island law mean for your facts?
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