Nonprofit Corporation Director Election and Term Rules in Wyoming
At a glance
| Governing act and board route | Wyoming Nonprofit Corporation Act; board required, though articles may transfer some or all board powers (§ 17-19-801) |
|---|---|
| Initial directors and first selection | Articles may name initial directors; otherwise incorporators elect at organizational meeting (§§ 17-19-202(b)(iii), -205(a)(ii)) |
| Who chooses successor directors | Members elect annually by default; documents may vary method or give appointment/designation seats; no-member board-election fallback (§ 17-19-804) |
| Member and class election rights | Members ordinarily elect; class or organizational group may elect a seat; no-member board elects absent document method (§§ 17-19-804, -808(b)) |
| Director term and maximum | One-year default; elected director term up to five years; appointed/designated seats excepted (§ 17-19-805(a)) |
| Staggered terms | Articles/bylaws may stagger groups with nonuniform terms (§ 17-19-806) |
| Term after filling a vacancy | Member-elected seat to next member director election; other seat to predecessor's unexpired term; documents may vary (§ 17-19-805(c)) |
| Holdover after term expires | Until successor elected, designated or appointed and qualified, or board size decreases (§ 17-19-805(d)) |
Requirements one by one
First and later selection
The articles may name the initial directors (§ 17-19-202). If they do not, the incorporators elect directors at an organizational meeting (§ 17-19-205). The corporation must have a board, although the articles may give another person some or all board powers (§ 17-19-801).
With members, elections ordinarily occur at the first and later annual member meetings. The articles or bylaws may change the election method or give some seats to an appointer or designation. Without members, those documents set the method; if neither specifies one, the board elects the directors (§ 17-19-804). The removal provision recognizes seats elected by a class or organizational group (§ 17-19-808).
Terms and seat changes
An unspecified term is one year. Elected director terms cannot exceed five years, while appointed and designated directors are excepted (§ 17-19-805). The articles or bylaws may create staggered groups with different term lengths (§ 17-19-806).
Unless the articles or bylaws provide otherwise, a replacement for a member-elected seat serves to the next member director election; a replacement for another seat serves the predecessor's remaining term. After a term expires, the director holds over until a successor qualifies or the board size decreases (§ 17-19-805).
What trips people up
The vacancy term depends on whether members elected the predecessor (§ 17-19-805). Identify the selection route before setting a replacement's term.
Common questions
Can someone else exercise board powers? Yes. The articles may authorize another person to exercise some or all powers ordinarily held by the board (§ 17-19-801).
Who chooses directors when there are no members? The articles or bylaws control; the board elects if they set no method (§ 17-19-804).
Statutes and sources
The cited official Wyoming statutes were accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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