How many board members does a Arkansas nonprofit need?

Arkansas requires a minimum of 3 directors. Section 4-33-803(a) says "a board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws." Subsection (b) lets the number be increased or decreased by amendment to, or in the manner prescribed in, the articles or bylaws, but expressly "to no fewer than three (3)," so the floor cannot be written away. Three applies to every corporation under this chapter, with no exception for religious corporations or corporations without members. Section 4-33-802 requires all directors to be individuals and lets the articles or bylaws prescribe other qualifications; the chapter itself imposes no residency or membership requirement and does not say directors need not be members. Section 4-33-801 separately requires every corporation to have a board, while subsection (c) of that section lets the articles authorize a person or persons to exercise some or all of the powers a board would otherwise hold.

What is the quorum requirement for a Arkansas nonprofit board?

Section 4-33-824(a) says that except as otherwise provided in the chapter, the articles, or the bylaws, "a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins." Subsection (b) provides that if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the chapter, the articles, or the bylaws require the vote of a greater number. The section states no floor, so unlike the one third minimum many states write in, Arkansas leaves the adjustment entirely to the articles or bylaws.

How long can a Arkansas nonprofit board member serve?

Section 4-33-805(a) says "the articles or bylaws must specify the term of directors," and that except for designated or appointed directors, "the terms of directors may not exceed the lesser of six (6) years or the stated duration of the corporation." If no term is specified in the articles or bylaws, the term of each director is one year. Directors may be elected for successive terms unless the articles or bylaws provide otherwise. Under subsection (b) a decrease in the number of directors or in the term of office does not shorten a sitting director's term, and under subsection (d) a director continues to serve after the term expires until a successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. Section 4-33-806 allows the articles or bylaws to stagger terms by dividing directors into groups whose terms need not be uniform.

Arkansas Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Arkansas Nonprofit Corporation Act of 1993, Ark. Code Ann. sections 4-33-101 and following
Minimum directors: 3. Section 4-33-803(a) says "a board of directors must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws." Subsection (b) lets the number be increased or decreased by amendment to, or in the manner prescribed in, the articles or bylaws, but expressly "to no fewer than three (3)," so the floor cannot be written away. Three applies to every corporation under this chapter, with no exception for religious corporations or corporations without members. Section 4-33-802 requires all directors to be individuals and lets the articles or bylaws prescribe other qualifications; the chapter itself imposes no residency or membership requirement and does not say directors need not be members. Section 4-33-801 separately requires every corporation to have a board, while subsection (c) of that section lets the articles authorize a person or persons to exercise some or all of the powers a board would otherwise hold.
Term length: Section 4-33-805(a) says "the articles or bylaws must specify the term of directors," and that except for designated or appointed directors, "the terms of directors may not exceed the lesser of six (6) years or the stated duration of the corporation." If no term is specified in the articles or bylaws, the term of each director is one year. Directors may be elected for successive terms unless the articles or bylaws provide otherwise. Under subsection (b) a decrease in the number of directors or in the term of office does not shorten a sitting director's term, and under subsection (d) a director continues to serve after the term expires until a successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors. Section 4-33-806 allows the articles or bylaws to stagger terms by dividing directors into groups whose terms need not be uniform.
Term limits: Not specified by statute.
Quorum: Section 4-33-824(a) says that except as otherwise provided in the chapter, the articles, or the bylaws, "a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins." Subsection (b) provides that if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the chapter, the articles, or the bylaws require the vote of a greater number. The section states no floor, so unlike the one third minimum many states write in, Arkansas leaves the adjustment entirely to the articles or bylaws.
Annual meeting: Section 4-33-701(a) says "a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws." Subsection (d) requires that at the annual meeting the president and chief financial officer report on the activities and financial condition of the corporation, and that the members consider and act on other matters properly raised on notice. Subsection (f) says failure to hold an annual or regular meeting at the time set by the bylaws does not affect the validity of any corporate action. A corporation without members has no statutory annual meeting duty. The chapter sets no minimum number of board meetings; section 4-33-820 only distinguishes regular meetings, whose time and place are fixed by the bylaws or the board, from special meetings, and allows any or all directors to participate by simultaneous communication unless the articles or bylaws provide otherwise.
Conflict of interest: Section 4-33-831(a) defines a conflict of interest transaction as a transaction with the corporation in which a director has a direct or indirect interest, and provides that it is not voidable and not a basis for imposing liability on the director if any one of three things is true: the transaction was fair to the corporation when it was entered into, the material facts of the transaction and the director's interest were disclosed or known to the board and the board authorized, approved, or ratified it, or the same facts were disclosed or known to the members and they authorized, approved, or ratified it. Subsection (b) treats a director as indirectly interested where another entity in which the director has a material interest or is a general partner is a party, or where another entity of which the director is a director, officer, or trustee is a party. Subsection (c) sets the board threshold and adds a floor: approval takes the affirmative vote of a majority of the directors on the board who have no direct or indirect interest, "but a transaction may not be authorized, approved, or ratified under this section by less than a majority of the entire board of directors." Subsection (d) excludes interested members' votes from the member approval route. Subsection (e) lets the articles, bylaws, or a board resolution impose additional requirements. The chapter does not require a written conflict of interest policy.
Removing a director: Section 4-33-808(a) lets the members remove one or more directors elected by them without cause, but under subsection (c) only if the votes cast to remove would have been enough to elect that director, and under subsection (e) only at a meeting called for that purpose with notice stating removal as a purpose. Subsection (g) allows an entire board to be removed the same way. Subsection (h) is the board route: a director elected by the board may be removed without cause by the vote of a majority of the directors present at a meeting called for that purpose, with notice stating removal as a purpose, or by a greater number set in the articles or bylaws, except that a board-elected director who filled the vacancy of a member-elected director may be removed only by the members. Subsection (i) allows removal for missing a specified number of board meetings, but only if the articles or bylaws already said so at the beginning of that director's term, and again by a majority of the directors present at a meeting noticed for that purpose. Subsection (j) lets the articles or bylaws of a religious corporation limit the application of the whole section and set their own vote and procedures. Section 4-33-809 handles designated and appointed directors separately.
Recurring state filing: Section 4-33-131(a) requires each nonprofit domestic corporation, each nonprofit foreign corporation, and each nonprofit corporation organized under section 4-28-101 and following that is authorized to transact business in Arkansas to file a statement with the Secretary of State annually by August 1, giving the corporation's name, its jurisdiction of incorporation, the name and address of its registered agent for service of process, the address of its principal office, the names of its principal officers, and the names and addresses of its directors. The Arkansas Secretary of State's office states that there is no charge to file any nonprofit annual report. Subsection (b) provides that if the statement has not been filed on or before January 31, the Secretary of State proclaims the corporate charter or authority as not current and the corporation delinquent for the prior year. Subsection (c) restores the corporation to all rights, powers, and property, retroactively, once it files the annual disclosure statements for the previous four delinquent years, and subsection (d) bars reinstatement more than five years after the charter was declared not current, at which point the corporation is statutorily dissolved and its name becomes available to another entity. Separately, section 4-33-1420(5) makes failing to file the annual disclosure statement within sixty days after it is due a ground for administrative dissolution.

What's particular to Arkansas

Arkansas caps a director's term at six years, not the five that other capping states use, and it phrases the cap oddly. Section 4-33-805(a) sets the limit at "the lesser of six (6) years or the stated duration of the corporation," so a corporation whose articles give it a fixed lifespan shorter than six years cannot elect a director for longer than that lifespan. The same subsection makes specifying a term mandatory rather than optional and supplies a one year default if the articles and bylaws are silent.

Arkansas has two nonprofit corporation acts running side by side. Section 1701 of Act 1147 of 1993 applies the 1993 act to every corporation incorporated on or after January 1, 1994, but lets a corporation formed before then stay under pre-existing law, meaning the older act at section 4-28-201 and following. Electing into the 1993 act takes an amendment to the articles approved by at least two thirds of the members, or two thirds of the directors if the corporation has no members, and once made the election is irrevocable. The Secretary of State still publishes separate amendment and dissolution forms labeled old code for corporations that never elected. Section 1706 of the same act then sorts an electing corporation into public benefit, mutual benefit, or religious, with any corporation recognized as exempt under section 501(c)(3) landing in the public benefit category.

The conflict of interest safe harbor has a floor that most versions of this rule do not. Section 4-33-831(c) requires the affirmative vote of a majority of the disinterested directors on the board and then adds that a transaction "may not be authorized, approved, or ratified under this section by less than a majority of the entire board of directors." Many states let disinterested directors cure a transaction even when they are fewer than a quorum. In Arkansas, if a five member board has three conflicted directors, the two who are left cannot approve the transaction, and the corporation is left with the fairness route or a vote of the members.

Removing a board-elected director is easier here than under the model most states copied. Section 4-33-808(h) requires only a majority of the directors present at a meeting called for that purpose, with the notice stating removal as a purpose, rather than the two thirds of the directors then in office that many states require. The notice condition is the real constraint: removal cannot be sprung as new business at a regular meeting. Subsection (j) also gives religious corporations room to limit the whole section and write their own procedure.

The annual filing costs nothing, which makes it easy to forget, and the consequences build in stages. Section 4-33-131(a) sets the deadline at August 1. Section 4-33-1420(5) makes a sixty day delinquency a ground for administrative dissolution, and section 4-33-131(b) has the Secretary of State proclaim the charter not current if the statement is still unfiled on January 31. Getting back means filing four years of delinquent statements under subsection (c), and under subsection (d) after five years the corporation is statutorily dissolved and its name is released for someone else to take.

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 Arkansas review it.

About our sources for Arkansas: Arkansas has no free official online code; the official edition is published by a commercial service. The governance sections here were verified against the enacted text of the 1993 and 2007 acts from the Arkansas General Assembly, then confirmed against a third party reproducing the current code. One subsection of the annual disclosure section rests on that third party alone, because we could not identify the amending act from an official source.

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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Arkansas nonprofit board requirements

What the statute requires

What's particular to Arkansas

Knowing the rule is the easy part.

Sources

Other states