Nonprofit Governance by State

Directors:

• Number: minimum 3
• Qualifications: Natural person. No residency requirement. No membership requirement.
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, one or more vice-presidents, a secretary, a treasurer and other officers and assistant officers as deemed necessary are required.
• Term: 1 year
• Two or more offices may be held by the same person, except the offices of president and secretary

Members:

• Members: optional, defined in articles
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors on executive committee

Officers:

• A president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer are required.
• Two or more offices may be held by the same person, except the offices of president and secretary

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Defined in articles or bylaws. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, a treasurer and such other officers as are appointed by the board.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors
• No director may vote by proxy

Officers:

• A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman of the board, or chairwoman of the board, or a president or both, a secretary, a treasurer or a chief financial officer or both, and any other officers with any titles and duties as shall be stated in the bylaws.
• Elected by the board
• Two or more offices may be held by the same individual, except the president may not also serve as secretary or treasurer.

Members:

• Members: optional
• Regular meeting: required in each year where directors are to be elected
• Quorum: 1/3rd votes

Directors:

• Number: minimum 1
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a secretary, a treasurer, and such other officers as may be designated by the board of directors
• Qualifications: an individual 18 years or older
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/4th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: annual meeting
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Defined in articles or bylaws. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required if members entitled to vote for directors
• Quorum: majority of entitled votes

Directors:

• Number: minimum 1
• Qualifications: Natural person. No residency requirement. No membership requirement.
• Term: until successor elected and qualified
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and keeps a record book.
• Term: until successor elected and qualified
• Two or more offices may be held by the same individual.

Members:

• Members: Required, but failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.
• Annual meeting: required if members entitled to vote for directors, unless elected by written consent in lieu of a meeting
• Quorum: 1/3rd votes

Directors:

• Number: minimum 3
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Minimum 2 separate officers: one responsible for the management of the corporation (e.g. "President") and another responsible for the financial affairs of the corporation (e.g."Treasurer"). One officer prepares minutes of the directors' and members' meetings and keeps a record book.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: Natural person 18 years of age or older. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in articles or bylaws. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Elected by board
• Term: 1 year
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: defined in articles or bylaws
• Quorum: defined in articles or bylaws

Directors:

• Number: minimum 1
• Qualifications: Natural person 18 years of age or older. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Defined in articles or bylaws. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in articles or bylaws. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3; minimum 1 for a religious corporation
• Qualifications: An individual. No residency requirement. Must be a member if a cooperative corporation.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, a treasurer and such other officers as are appointed by the board.
• Two or more offices may be held by the same individual, except president and secretary, except for a religious corporation.

Members:

• Members: optional; required for a cooperative corporation.
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: until next election
• Quorum: majority
• Committee: minimum 2 directors and directors must be the majority of membership, except for committees involved in electing directors

Officers:

• Defined in articles or bylaws. One officer certifies corporate records (e.g. the Secretary).
• Two or more offices may be held by the same individual, if the bylaws so provide.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a secretary, a treasurer, and other officers appointed by the board of directors. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: An individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, a treasurer, and other officers appointed by the board of directors. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: A natural person. No residency requirement. No membership requirement.
• Term: until successor elected and qualified
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and keeps a record book.
• Two or more offices may be held by the same individual.

Members:

• Annual meeting: Required if members entitled to vote for directors, unless elected by written consent in lieu of a meeting
• Quorum: Except for election of the governing body, a majority of those present constitutes a quorum so long as proper notice is provided.

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year and until successor elected and qualified
• Quorum: majority
• Committee: minimum 2 director

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3. If there are less than 3 members, the minimum number of directors is equal to the minimum number of members.
• Qualifications: Natural person. No residency requirement. No membership requirement.
• Term: 1 year and until successor elected and qualified. Max 5 year term.
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary and a treasurer, and optionally one or more vice presidents.
• The officer need not be a director.
• The treasurer may be a corporation.
• Two or more offices may be held by the same individual, but this person may only sign instruments in one capacity when the signatures of two officers are required.

Members:

• Members: Nonstock nonprofit corporations are assumed to have membership. If there are no members other than the board, then the directors are the members.
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors on the executive committee; no minimum on other committees

Officers:

• A president, a secretary or clerk, a treasurer and such other officers and assistant officers as may be deemed necessary
• Term: 1 year
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: None. No residency requirement. No membership requirement.
• Term: next annual meeting and until successor elected and qualified
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a secretary, and a treasurer are required.
• Term: 1 year and until successor elected and qualified
• Two or more offices may be held by the same individual, if permitted by bylaws, except the offices of president and vice president. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

• Members: If there are no members then the directors are members.
• Annual meeting: required
• Quorum: majority of entitled votes

Directors:

• Number: minimum 1
• Qualifications: Natural persons must be 18 years of age or older. No residency requirement. No membership requirement.
• Term: minimum 1 year, maximum 5 years
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a treasurer, and a clerk are required.
• The president must be a director.
• The clerk must be a Massachusetts resident unless a resident agent was appointed.

Members:

• Members: If there are no members then the directors are members.
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: A corporation organized for purposes described in section 501(c)(3) of the internal revenue code of 1986 may include 1 or more directors on its board who are 16 or 17 years of age as long as that number does not exceed 1/2 the total number of directors required for a quorum for the transaction of business. No residency requirement. No membership requirement.
• Term: next annual meeting and until successor elected and qualified
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a secretary, and a treasurer are required.
• Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

• Members: optional. A corporation organized upon a nonstock basis shall be organized upon a membership basis (has members) or a directorship basis (may or may not have members).
• Annual meeting: required with the exception of written consent
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: Natural persons. Majority must be adults. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: One or more natural persons, need not be directors.

Officers:

• One or more natural persons exercising the functions of the offices of president and treasurer, however designated.
• Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

• Members: optional. No members by default.
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: No minimum. Set by articles or bylaws.
• Qualifications: Individuals. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Natural persons. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Individuals. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, and a treasurer are required. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Individuals. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, and a treasurer are required. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: Individuals 18 years of age or older. No residency requirement. No membership requirement.
• Quorum: majority
• Committee: minimum 1 director. Non-director members are permissible.

Officers:

• A president or a chair of the board, a secretary, and a treasurer are required.
• Qualifications: Natural person.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Annual meeting: required unless election of directors is specified otherwise in bylaws
• Quorum: 1/10th votes

Directors:

• Number: minimum 5 voting members
• Qualifications: At least 5 voting members who are not of the same immediate family or related by blood or marriage (some exceptions). No residency requirement. No membership requirement.
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation.
• Two or more offices may be held by the same individual.

Members:

• Members: optional. No members by default.
• No voting rights except as defined in articles or bylaws.
• Annual meeting: required
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: 18 years old. No citizenship requirement. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 member

Officers:

• A president, a secretary, and a treasurer are required.
• Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

• Members: optional
• Regular meeting: required annually or biennially
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: until successor elected and qualified
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation and keeps a record book.
• Two or more offices may be held by the same individual, if the bylaws so provide.

Members:

• Members: required except for Type B corporations (optional)
• Regular meeting: required annually
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: 18 years of age (some exceptions). No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 3 directors

Officers:

• A president, one or more vice-presidents, a secretary and a treasurer. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation and keeps a record book.
• Term: 1 year
• Two or more offices may be held by the same individual, except for president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: Natural person. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 members

Officers:

• Defined in bylaws or board resolution.
• Two or more offices may be held by the same individual. This person may sign instruments in only one capacity when the signatures of two officers are required.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Individuals. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 person who need not be a member or director, except the litigation committee which must contain a minimum of 1 independent directors or other independent persons.

Officers:

• A president and secretary are required.
• Qualifications: 18 years of age or older

Members:

• Members: optional. No members by default.
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: until successor is elected
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a secretary, and a treasurer are required.
• Qualifications: Need not be a director.
• Two or more offices may be held by the same individual.

Members:

• Members: If there are no members then the directors are members.
• Regular meeting: required annually. Default date is the first Monday four months following the close of the fiscal year.
• Quorum: presence of voting members

Directors:

• Number: minimum 1
• Qualifications: Natural person. No residency requirement. No membership requirement.
• Term: until successor is elected and qualified
• Quorum: majority
• Committee: minimum 1 director

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and keeps a record book.
• Two or more offices may be held by the same individual.

Members:

• Members: If there are no members then the directors are members.
• Regular meeting: required annually
• Quorum: 1/3rd members

Directors:

• Number: Minimum 1 individual for a mutual benefit or religious. Minimum 3 individuals for a public benefit corporation
• Qualifications: Individuals No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president and a secretary are required.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: presence of votes

Directors:

• Number: minimum 1; default 3
• Qualifications: Natural person of full age (some exceptions). No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 director

Officers:

• A president, a secretary, and a treasurer are required.
• The president and secretary must be natural persons of full age. The treasurer may be a corporation or a natural person of full age.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: majority of entitled votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, and a treasurer are required.
• Term: 1 year
• Two or more offices may be held by the same individual, except the offices of president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Natural person. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, and a treasurer are required.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, one or more vice presidents, a secretary, and a treasurer are required.
• Two or more offices may be held by the same individual, if so provided in the bylaws, except for president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Natural persons. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 1 natural person who need not be a director

Officers:

• A president and a secretary are required.
• Two or more offices may be held by the same individual, except for president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: until successor is elected, appointed, or designated and qualified
• Quorum: majority
• Committee: A management committee must have 2 persons and the majority directors (some exceptions).

Officers:

• A president and a secretary are required.
• Two or more offices may be held by the same individual, except for president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Natural person 18 years of age or older. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings, keeps required records, and authenticates records.
• Qualifications: Natural person 18 years of age or older. Need not be a director.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: presence of voting members

Directors:

• Number: minimum 3
• Qualifications: Individuals. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, and a treasurer are required.
• Two or more offices may be held by the same individual, except president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: None. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 1
• Qualifications: None. No residency requirement. No membership requirement.
• Term: until successor selected and qualified
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, one or more vice presidents, a secretary, and a treasurer are required.
• Two or more offices may be held by the same individual, except president and secretary.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: None. No residency requirement. No membership requirement.
• Term: until successor selected and qualified
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: presence of voting members

Directors:

• Number: minimum 3
• Qualifications: Individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 3 directors

Officers:

• A president, a secretary, and a treasurer unless otherwise defined in articles or bylaws.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes

Directors:

• Number: minimum 3
• Qualifications: Individual. No residency requirement. No membership requirement.
• Term: 1 year
• Quorum: majority
• Committee: minimum 2 directors

Officers:

• A president, a secretary, and a treasurer unless otherwise defined in articles or bylaws.
• Two or more offices may be held by the same individual.

Members:

• Members: optional
• Regular meeting: required annually
• Quorum: 1/10th votes