How many board members does a Alaska nonprofit need?

Alaska requires a minimum of 3 directors. Section 10.20.086(a) says "the number of directors of a corporation shall be at least three." The bylaws fix the actual number, except that the number making up the initial board is fixed by the articles of incorporation, and section 10.20.086(c) says that if no bylaw fixes the number, the number stated in the articles governs. Under subsection (b) the number may be raised or lowered by amending the bylaws, but a decrease may not shorten the term of a sitting director. Section 10.20.081 adds that directors need not be residents of Alaska or members of the corporation unless the articles or bylaws require it. Three is the floor for every nonprofit corporation under this chapter, with no smaller board for religious corporations or for corporations without members. Separately, section 10.20.146 requires three or more natural persons at least 19 years of age to act as incorporators, which is a rule about who signs the articles rather than about the size of the board.

What is the quorum requirement for a Alaska nonprofit board?

Section 10.20.106 says a majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number then the number stated in the articles of incorporation, constitutes a quorum "unless a greater number is required by the articles of incorporation or the bylaws." The articles or bylaws may raise the quorum but the section gives no way to lower it, and it measures the quorum against the authorized number rather than the number of directors actually in office. If a quorum is present, the act of the majority of the directors present is the act of the board unless the articles or bylaws require a greater number.

How long can a Alaska nonprofit board member serve?

Section 10.20.096 says that at the first annual election of directors and at each annual meeting after that, the members elect directors "to hold office for the terms provided in the bylaws," that each director holds office for the term for which elected and until a successor is elected and qualified, and that terms may be staggered. The chapter sets no maximum term and supplies no default term for elected directors, so the bylaws have to state one. The only statutory default is for the first board: section 10.20.091 says the initial directors named in the articles hold office until the first annual election or for the period specified in the articles, and "if no term of office is specified, a director's term is one year."

Alaska Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Alaska Nonprofit Corporation Act, Alaska Statutes sections 10.20.005 to 10.20.925
Minimum directors: 3. Section 10.20.086(a) says "the number of directors of a corporation shall be at least three." The bylaws fix the actual number, except that the number making up the initial board is fixed by the articles of incorporation, and section 10.20.086(c) says that if no bylaw fixes the number, the number stated in the articles governs. Under subsection (b) the number may be raised or lowered by amending the bylaws, but a decrease may not shorten the term of a sitting director. Section 10.20.081 adds that directors need not be residents of Alaska or members of the corporation unless the articles or bylaws require it. Three is the floor for every nonprofit corporation under this chapter, with no smaller board for religious corporations or for corporations without members. Separately, section 10.20.146 requires three or more natural persons at least 19 years of age to act as incorporators, which is a rule about who signs the articles rather than about the size of the board.
Term length: Section 10.20.096 says that at the first annual election of directors and at each annual meeting after that, the members elect directors "to hold office for the terms provided in the bylaws," that each director holds office for the term for which elected and until a successor is elected and qualified, and that terms may be staggered. The chapter sets no maximum term and supplies no default term for elected directors, so the bylaws have to state one. The only statutory default is for the first board: section 10.20.091 says the initial directors named in the articles hold office until the first annual election or for the period specified in the articles, and "if no term of office is specified, a director's term is one year."
Term limits: Not specified by statute.
Quorum: Section 10.20.106 says a majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number then the number stated in the articles of incorporation, constitutes a quorum "unless a greater number is required by the articles of incorporation or the bylaws." The articles or bylaws may raise the quorum but the section gives no way to lower it, and it measures the quorum against the authorized number rather than the number of directors actually in office. If a quorum is present, the act of the majority of the directors present is the act of the board unless the articles or bylaws require a greater number.
Annual meeting: Section 10.20.061(b) says "an annual meeting of the members shall be held at a time provided in the bylaws," and that failure to hold it at the designated time does not work a forfeiture or dissolution of the corporation. Section 10.20.096 ties the election of directors to that annual meeting. Where a corporation has no members, or its members have no right to vote, section 10.20.071(d) gives the directors sole voting power. The chapter contains no separate requirement that the board itself meet annually and sets no minimum number of board meetings; section 10.20.116 says only that regular or special board meetings may be held at a designated place, by remote communication, or both.
Conflict of interest: Not specified by statute.
Removing a director: Not specified by statute.
Recurring state filing: Alaska nonprofits file a biennial report, not an annual one. Section 10.20.620 requires every domestic corporation and every foreign corporation authorized to conduct affairs in Alaska to file a biennial report, with the information given as of June 30 of the reporting year. Section 10.20.625 requires the report to state the corporation's name and state of incorporation, its registered office and agent, a brief statement of the character of its business in the state, the names and addresses of its directors and officers, and its real and personal property assets. Section 10.20.630(a) makes the report due before July 2 of the reporting year, and keys the cycle to formation: a corporation whose articles were filed in an even-numbered year reports in even-numbered years, and one formed in an odd-numbered year reports in odd-numbered years. The report is delinquent if not filed before August 1, which triggers the five dollar penalty in section 10.20.645(a). Section 10.20.635 leaves the filing fees to be set by regulation rather than fixing them in the statute.

What's particular to Alaska

Alaska's board quorum can only be raised, never lowered. Section 10.20.106 lets the articles or bylaws require "a greater number" and offers no route to a smaller one, so the one third floor that many states allow boards to drop to is not available here. The section also measures the quorum against the number of directors fixed by the bylaws rather than the number actually serving, which means unfilled seats make a quorum harder to reach rather than easier.

The Act says nothing about removing a director. Section 10.20.126 covers removal of officers and agents by the board or the executive committee, and the chapter stops there. There is no default removal procedure for directors, no vote threshold, and no distinction between removal with and without cause, so the articles or bylaws are doing all the work. Section 10.20.101 does limit how long a seat can sit empty once it is vacant: a vacancy may not continue longer than six months or until the next annual meeting of the members, whichever comes first.

There is no conflicting interest transaction statute for Alaska nonprofits. What the chapter supplies instead is section 10.20.141, a flat prohibition: "a corporation may not make loans to its directors or officers," and a director or officer who assents to or participates in making such a loan is personally liable to the corporation for the amount until it is repaid. Section 10.20.153 goes further for private foundations, treating their articles as containing the Internal Revenue Code prohibitions on self dealing, excess business holdings, jeopardizing investments, and taxable expenditures by operation of law, unless the corporation amends its articles to opt out.

The state filing is biennial and the deadline is fixed rather than tied to your formation anniversary. Under section 10.20.630 the report is due before July 2 of the reporting year, in even or odd years depending on the year the corporation was formed, and the information reported is as of June 30. Section 10.20.325 makes failure to file a ground for involuntary dissolution by the commissioner, and paragraph (7) of that section adds a second trap: being 90 days delinquent in filing notice of a change of an officer or director is its own ground for dissolution.

Fundraising registration is separate from the corporate filing and runs on its own clock. Section 45.68.010 bars a charitable organization from soliciting contributions unless it is registered with the Department of Law, and registration expires on September 1 each year. Section 45.68.120(a)(3) exempts an organization that does not intend to raise or receive more than five thousand dollars in contributions in a fiscal year, or to receive contributions from more than ten people, but only if every function including solicitation is performed by unpaid people and no officer or member takes the assets or income. Subsection (c) requires an organization that actually crosses either threshold to register within 30 days.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 3, 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 Alaska 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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Alaska nonprofit board requirements

What the statute requires

What's particular to Alaska

Knowing the rule is the easy part.

Sources

Other states