How many board members does a Delaware nonprofit need?

Delaware requires a minimum of 1 director. Delaware has no separate nonprofit corporation act. A Delaware charity is a nonstock corporation formed under the General Corporation Law, so the board rule is the same one that governs business corporations: section 141(b) says "the board of directors of a corporation shall consist of 1 or more members, each of whom shall be a natural person." Section 141 applies to nonstock corporations by its own terms, and section 141(j) says that when it is applied to a nonstock corporation, references to the board of directors, to members of the board, and to stockholders are read as the governing body, the members of that body, and the members of the corporation. One director satisfies the statute. Delaware sets no higher floor for a corporation that is charitable, tax exempt, or an exempt corporation for franchise tax purposes.

What is the quorum requirement for a Delaware nonprofit board?

A majority of the total number of directors, unless the certificate of incorporation or the bylaws require a greater number (section 141(b)). The bylaws may set a smaller quorum, "which in no case shall be less than 1/3 of the total number of directors." Nonstock corporations get an extra allowance: section 141(j) lets the certificate of incorporation provide that less than one third of the members of the governing body constitutes a quorum, and lets the certificate provide that the business and affairs of the corporation are managed in a manner different from section 141 altogether. If a quorum is present, the vote of a majority of the directors present is the act of the board unless the certificate or the bylaws require more.

How long can a Delaware nonprofit board member serve?

The General Corporation Law sets no term of years. Section 141(b) says each director "shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal." Section 141(d) permits the certificate of incorporation or the bylaws to divide the directors into 1, 2, or 3 classes with staggered terms. The one-year default that stock corporations get from the annual election in section 211(b) does not reach a nonstock corporation, because section 215(a) switches sections 211 through 214 and 216 off for nonstock corporations except for section 211(a) and (d) and section 212(c), (d), and (e). What fills the gap is section 215(d), which assumes the bylaws designate a day for electing the governing body.

Delaware Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: General Corporation Law, Del. Code Ann. title 8, chapter 1
Minimum directors: 1. Delaware has no separate nonprofit corporation act. A Delaware charity is a nonstock corporation formed under the General Corporation Law, so the board rule is the same one that governs business corporations: section 141(b) says "the board of directors of a corporation shall consist of 1 or more members, each of whom shall be a natural person." Section 141 applies to nonstock corporations by its own terms, and section 141(j) says that when it is applied to a nonstock corporation, references to the board of directors, to members of the board, and to stockholders are read as the governing body, the members of that body, and the members of the corporation. One director satisfies the statute. Delaware sets no higher floor for a corporation that is charitable, tax exempt, or an exempt corporation for franchise tax purposes.
Term length: The General Corporation Law sets no term of years. Section 141(b) says each director "shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal." Section 141(d) permits the certificate of incorporation or the bylaws to divide the directors into 1, 2, or 3 classes with staggered terms. The one-year default that stock corporations get from the annual election in section 211(b) does not reach a nonstock corporation, because section 215(a) switches sections 211 through 214 and 216 off for nonstock corporations except for section 211(a) and (d) and section 212(c), (d), and (e). What fills the gap is section 215(d), which assumes the bylaws designate a day for electing the governing body.
Term limits: Not specified by statute.
Quorum: A majority of the total number of directors, unless the certificate of incorporation or the bylaws require a greater number (section 141(b)). The bylaws may set a smaller quorum, "which in no case shall be less than 1/3 of the total number of directors." Nonstock corporations get an extra allowance: section 141(j) lets the certificate of incorporation provide that less than one third of the members of the governing body constitutes a quorum, and lets the certificate provide that the business and affairs of the corporation are managed in a manner different from section 141 altogether. If a quorum is present, the vote of a majority of the directors present is the act of the board unless the certificate or the bylaws require more.
Annual meeting: Section 211(b), the provision that requires an annual meeting of stockholders for the election of directors, does not apply to a nonstock corporation. Section 215(a) turns off sections 211 through 214 and 216 for nonstock corporations, keeping only section 211(a) and (d) and section 212(c), (d), and (e). What remains is section 215(d): if the election of members of the governing body is not held on the day designated by the bylaws, the governing body has to hold it as soon after that as is convenient, and the Court of Chancery may summarily order an election on the application of any member. So Delaware does not command an annual meeting of a nonstock corporation by statute, but it does assume the bylaws name a day for electing the governing body, and it gives any member a court remedy if that day passes without an election. The law sets no minimum number of board meetings.
Conflict of interest: Section 144, rewritten in 2025 by 85 Del. Laws chapter 6. An act or transaction between the corporation and one of its directors or officers, or in which a director or officer has a financial interest, is not the subject of equitable relief and does not give rise to damages against that director or officer by reason of the interest if one of three things is true. First, the material facts of the relationship, the interest, and the transaction are disclosed to or known by all members of the board or a committee of the board, and the board or committee, in good faith and without gross negligence, authorizes the transaction by the affirmative votes of a majority of the disinterested directors then serving. Second, the transaction is approved or ratified by an informed, uncoerced, affirmative vote of a majority of the votes cast by disinterested stockholders. Third, the transaction is fair as to the corporation and its stockholders. For a nonprofit nonstock corporation the second route is unavailable: section 114(c) says section 144(a)(2) does not apply to it. That leaves approval by a majority of the disinterested directors, or fairness.
Removing a director: Section 141(k) says any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Read through section 141(j), that means the members of a nonstock corporation. Two exceptions: unless the certificate of incorporation provides otherwise, a board classified under section 141(d) may be removed by the holders only for cause, and where there is cumulative voting and less than the entire board is being removed, a director cannot be removed without cause if the votes cast against removal would have been enough to elect that director cumulatively. Section 141(j) also lets the certificate of incorporation provide that the corporation's affairs are managed differently from section 141, so a Delaware nonstock certificate can set its own removal scheme.
Recurring state filing: An annual franchise tax report goes to the Secretary of State "annually on or before March 1" under section 502(a), stating the location of the registered office in Delaware, the nature of the business, the address of the principal place of business, and the names and addresses of all the directors and officers. Section 114(b)(2) excludes only section 502(a)(5), the item about authorized stock, so the rest of the report applies to a nonstock corporation. Exempt corporations pay no franchise tax: section 501(a) says "no such tax shall be paid by any exempt corporation," and section 501(b) defines which corporations qualify, including those exempt from taxation under section 501(c) of the Internal Revenue Code and those organized primarily or exclusively for religious or charitable purposes. The report itself is still due. The Division of Corporations charges $25 for an exempt domestic corporation's annual report against $50 for a non-exempt one, and section 502(c) adds a $200 penalty for failing to file and pay by March 1.

What's particular to Delaware

Delaware has no nonprofit corporation act, so nothing on this page comes from a charity-specific statute. A Delaware charity incorporates as a nonstock corporation under the General Corporation Law, and section 114 is the map you need: subsection (a) substitutes members for stockholders, the governing body for the board of directors, and memberships for shares. Subsection (b)(1) lists the sections that apply to nonstock corporations by their own terms, subsection (b)(2) lists the stock-specific sections that do not apply, and subsection (c) carves out a further set for nonprofit nonstock corporations. If you are reading a Delaware corporate rule and have not checked it against section 114, you do not yet know whether it reaches your organization.

Two of the carve-outs matter a lot to a board. Section 211, the annual meeting provision, does not apply, so Delaware never orders a nonstock corporation to hold an annual meeting. And section 144(a)(2), the disinterested-stockholder approval route for a conflicting interest transaction, does not apply to a nonprofit nonstock corporation, which leaves board approval by disinterested directors or plain fairness as the two ways to protect a transaction.

"Exempt corporation" is a Delaware franchise tax term, not a governance status, and it is defined in section 501(b) rather than by the IRS. Being an exempt corporation means you owe no franchise tax. It does not excuse the March 1 annual report, which still has to name every director and officer, and missing it costs $200 plus interest.

Section 141(j) gives a Delaware nonstock corporation an unusual amount of room. It lets the certificate of incorporation set a board quorum below one third, a floor that binds every stock corporation, and it lets the certificate provide that the business and affairs of the corporation are managed in a manner different from section 141 altogether. Section 102(a)(4) also requires the fact that the corporation is not authorized to issue stock to be stated in the certificate, and the conditions of membership, or other criteria for identifying members, to be stated in either the certificate or the bylaws.

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 Delaware 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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Delaware nonprofit board requirements

What the statute requires

What's particular to Delaware

Knowing the rule is the easy part.

Sources

Other states