How many board members does a Illinois nonprofit need?

Illinois requires a minimum of 3 directors. Section 108.10(a): the board must consist of three or more directors. If the bylaws set a variable range instead of a fixed number, the minimum may not be less than three and the maximum may not exceed the minimum by more than five (section 108.10(b)).

What is the quorum requirement for a Illinois nonprofit board?

A majority of the directors then in office, unless the articles of incorporation or bylaws provide otherwise. Those documents may lower it, but a quorum may never be fewer than one-third of the directors then in office (section 108.15(a)).

How long can a Illinois nonprofit board member serve?

Terms expire at the next meeting for the election of directors following the director's election, unless the articles of incorporation or bylaws divide directors into classes with staggered terms (section 108.10(c) and (e)). The Act sets no maximum term length. A director whose term has expired keeps serving until the next meeting at which directors are elected.

Illinois Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: General Not For Profit Corporation Act of 1986, 805 ILCS 105/101.01 to 105/117.05
Minimum directors: 3. Section 108.10(a): the board must consist of three or more directors. If the bylaws set a variable range instead of a fixed number, the minimum may not be less than three and the maximum may not exceed the minimum by more than five (section 108.10(b)).
Term length: Terms expire at the next meeting for the election of directors following the director's election, unless the articles of incorporation or bylaws divide directors into classes with staggered terms (section 108.10(c) and (e)). The Act sets no maximum term length. A director whose term has expired keeps serving until the next meeting at which directors are elected.
Term limits: Not specified by statute.
Quorum: A majority of the directors then in office, unless the articles of incorporation or bylaws provide otherwise. Those documents may lower it, but a quorum may never be fewer than one-third of the directors then in office (section 108.15(a)).
Annual meeting: An annual meeting of the members entitled to vote may be held at a time set in the bylaws or by board resolution. Failing to hold it does not dissolve the corporation or invalidate corporate action, but if no annual meeting has been held within the earlier of six months after the fiscal year ends or fifteen months after the last one, a voting member may ask the circuit court to order one (section 107.05(b)).
Conflict of interest: Section 108.60: if a transaction is fair to the corporation when authorized, approved, or ratified, a director being a party to it is not grounds to invalidate it. In a challenge, the person defending the transaction carries the burden of proving fairness unless the material facts and the director's interest were disclosed and the transaction was approved either by a majority of disinterested directors, even if fewer than a quorum, or by the members without counting an interested director's vote. An interested director counts toward quorum but may not be counted when the board votes on the transaction.
Removing a director: Directors may be removed with or without cause, subject to the classified-board exception. In a corporation with no voting members, removal takes a majority of the directors then in office present and voting at a meeting with a quorum. In a corporation whose members vote for directors, removal takes two-thirds of the votes present and voted, at a meeting whose written notice named the directors to be removed (section 108.35).
Recurring state filing: Annual report to the Secretary of State, delivered within the 60 days immediately before the first day of the corporation's anniversary month each year (sections 114.05 and 114.10).

What's particular to Illinois

Illinois flatly forbids proxy voting by directors. Section 108.05(d) reads, in full, "No director may act by proxy on any matter." A director who cannot attend has to participate by conference telephone or other equipment where everyone can hear each other, which section 108.15(c) treats as attendance in person, or the vote happens without them.

Removing a director is deliberately harder in a membership organization than in a board-only one. A corporation with no voting members removes by a simple majority of directors in office, while a corporation whose members elect directors needs two-thirds of the votes present and voted. And if the removal is to happen at a special board meeting, section 108.25 requires written notice of the proposed removal to every director at least twenty days beforehand.

The annual report deadline is keyed to the corporation's anniversary month, not to a fixed statewide date, and the filing window is the 60 days before the first day of that month. A nonprofit incorporated in March files in January or February each year, while one incorporated in October files in August or September.

Illinois lets the bylaws set a variable-range board, but the range is capped: the maximum cannot exceed the minimum by more than five (section 108.10(b)). A bylaw saying "between 3 and 15 directors" is not valid in Illinois.

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 Illinois 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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