How many board members does a Alabama nonprofit need?

Alabama requires a minimum of 1 director. Section 10A-3A-8.03(a) says a board of directors "shall consist of one or more individuals," with the number specified in or fixed in accordance with the certificate of incorporation or bylaws, so one director satisfies the statute. There is no higher floor for a corporation without members. Watch the conflict-of-interest rules before settling on a very small board: the safe harbor in section 10A-3A-8.62 requires the affirmative vote of a majority, but no fewer than two, of the qualified directors, so a one-director or two-director board can run out of qualified directors.

What is the quorum requirement for a Alabama nonprofit board?

A majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws, unless those documents provide for a greater or lesser number (section 10A-3A-8.24(a)). The quorum may never be fewer than one-third of that specified or fixed number. If a quorum is present when a vote is taken, a majority of the directors present is the act of the board unless the certificate or bylaws require more.

How long can a Alabama nonprofit board member serve?

The certificate of incorporation or bylaws may specify the terms of directors. If they do not, the term of a director is one year (section 10A-3A-8.05(a)). The chapter sets no maximum term. A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and unless the certificate or bylaws say otherwise a director keeps serving until a successor takes office.

Alabama Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Alabama Nonprofit Corporation Law, Ala. Code sections 10A-3A-1.01 to 10A-3A-14.07
Minimum directors: 1. Section 10A-3A-8.03(a) says a board of directors "shall consist of one or more individuals," with the number specified in or fixed in accordance with the certificate of incorporation or bylaws, so one director satisfies the statute. There is no higher floor for a corporation without members. Watch the conflict-of-interest rules before settling on a very small board: the safe harbor in section 10A-3A-8.62 requires the affirmative vote of a majority, but no fewer than two, of the qualified directors, so a one-director or two-director board can run out of qualified directors.
Term length: The certificate of incorporation or bylaws may specify the terms of directors. If they do not, the term of a director is one year (section 10A-3A-8.05(a)). The chapter sets no maximum term. A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and unless the certificate or bylaws say otherwise a director keeps serving until a successor takes office.
Term limits: Not specified by statute.
Quorum: A majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws, unless those documents provide for a greater or lesser number (section 10A-3A-8.24(a)). The quorum may never be fewer than one-third of that specified or fixed number. If a quorum is present when a vote is taken, a majority of the directors present is the act of the board unless the certificate or bylaws require more.
Annual meeting: Unless the certificate of incorporation provides otherwise, a membership nonprofit corporation holds a meeting of members annually at a time stated in or fixed in accordance with the certificate or bylaws (section 10A-3A-7.01). Failing to hold it does not affect the validity of any corporate action. The chapter imposes no annual meeting requirement on a nonmembership nonprofit corporation, and it sets no minimum number of board meetings.
Conflict of interest: Division F of article 8 governs conflicting interest transactions. For a nonmembership nonprofit corporation, the common form for a small charity, section 10A-3A-8.62 protects the transaction from equitable relief or damages if the directors acted in compliance with subsection (c), or if the transaction was fair to the corporation at the relevant time. Compliance means the transaction was authorized, after required disclosure by the conflicted director or officer, by the affirmative vote of a majority but no fewer than two of the qualified directors, or by a board committee made up only of qualified directors and again no fewer than two. A majority but no fewer than two qualified directors is the quorum for that vote. Section 10A-3A-8.60 defines the terms, including conflicting interest transaction, material financial interest, related person, and required disclosure.
Removing a director: Except as the certificate of incorporation or bylaws provide, a director of a membership nonprofit corporation may be removed with or without cause by the members eligible to vote to fill the resulting vacancy, and the meeting notice must say that removal is a purpose of the meeting (section 10A-3A-8.08). The board of a membership corporation may not remove a director unless the certificate or bylaws allow it. In a nonmembership nonprofit corporation the board may remove a director with or without cause. Either kind of corporation may also remove a director who did not meet, or no longer meets, the director qualifications set in the certificate or bylaws, on a vote of a majority of the directors who do meet those qualifications. Section 10A-3A-8.09 provides for removal by judicial proceeding.
Recurring state filing: The Alabama Nonprofit Corporation Law does not require a nonprofit corporation to file a periodic report with the Secretary of State. A charitable organization located in Alabama that intends to solicit contributions registers with the Attorney General before soliciting and pays a twenty-five dollar fee, then files an annual written report, sworn under oath and including a financial statement or a copy of its IRS Form 990, within 90 days of the close of each fiscal year with another twenty-five dollar fee (Ala. Code section 13A-9-71). Organizations that neither expect nor receive more than twenty-five thousand dollars in contributions in a fiscal year, and that use no paid fundraisers, are exempt from registering, along with religious, educational, and several other listed categories.

What's particular to Alabama

Alabama replaced its nonprofit corporation statute recently, and the old chapter is now closed. Chapter 3A, enacted by Act 2023-503, governed only new corporations and voluntary opt-ins at first, but section 10A-3A-14.01 makes it govern all existing nonprofit corporations on and after January 1, 2025. No nonprofit corporation could be formed under the old chapter 3 after December 31, 2023. Guidance written before 2024 will point you to chapter 3 sections that no longer govern.

The chapter was then amended again by Act 2026-495, effective August 1, 2026, which rewrote the conflicting interest rules and added controlling person transactions and a corporate opportunities section. Section 10A-3A-14.07 gives a nonprofit corporation that existed before August 1, 2026 until December 31, 2026 to amend its certificate of incorporation to stay on the pre-amendment version of chapter 3A, and to revoke that election later. So two versions of the same chapter can be in force at the same time depending on what a corporation's certificate says.

The conflict-of-interest safe harbor is built around a head count. Section 10A-3A-8.62(c) requires the affirmative vote of a majority, but no fewer than two, of the qualified directors, and a majority but no fewer than two qualified directors makes the quorum. A board that is too small, or too interconnected, simply cannot use the safe harbor and has to rely on proving the transaction was fair to the corporation.

The charitable registration threshold is unusually specific. Under Ala. Code section 13A-9-71 an organization that does not intend to receive and does not actually receive more than twenty-five thousand dollars in contributions during a fiscal year, and whose fundraising is done entirely by unpaid people, does not register with the Attorney General. Cross that line and it has 30 days to register.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in Alabama review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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Alabama nonprofit board requirements

What the statute requires

What's particular to Alabama

Knowing the rule is the easy part.

Sources

Other states