For most states, nonprofit corporations are mandated to maintain a minimum of three directors, although New Hampshire imposes a slightly higher requirement of five directors. It’s worth noting that the Federal Communications Commission (FCC) has recently started rejecting certain applications, such as those for the transfer of control if the board falls short of the state’s minimum director requirement.
However, there are exceptions to this rule in the following states, which allow nonprofit corporations to have only one director:
- Alabama
- Arizona
- California
- Colorado
- Delaware
- Georgia
- Guam
- Iowa
- Kansas
- Louisiana
- Maryland
- Massachusetts
- Nebraska
- Nevada
- North Carolina
- Oklahoma
- Oregon (applies to religious and mutual benefit organizations only)
- Pennsylvania
- Puerto Rico
- Virginia
- US Virgin Islands
- Washington
Keep in mind that while your organization may choose to incorporate in a different state than its physical location, you might still be obligated to file for foreign corporation status in the state where your organization conducts its business. Various other laws, including those governing the composition of a board of directors, could also be affected by this decision. For comprehensive guidance on your specific state’s corporation laws, it’s advisable to consult with a qualified attorney or another subject matter expert.
Additionally, in most states that require a minimum of three or more directors, there is often language specifying that once the corporation is formed, the board’s size cannot be reduced below the legal minimum.
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