What the statute requires
- Governing statute
- Indiana Nonprofit Corporation Act of 1991, Ind. Code article 23-17
- Minimum directors
- 3. Section 23-17-12-3(a) says a board of directors "must consist of at least three (3) individuals, with the number specified in or fixed in accordance with articles of incorporation or bylaws." Subsection (b) allows the number to be raised or lowered by amendment, but never below three. The floor is the same for public benefit, mutual benefit, and religious corporations, and the same whether or not the corporation has members. A director must be an individual, and the articles or bylaws may add qualifications (section 23-17-12-2).
- Term length
- The articles of incorporation or bylaws must specify the terms of directors. Except for directors who are designated or appointed rather than elected, a director's term may not exceed five years. If the articles and bylaws are silent, the term is one year, and directors may be elected for successive terms (section 23-17-12-5(a)). A director filling a vacancy in a member-elected seat serves until the next election of directors by members, and a director filling any other vacancy serves out the unexpired term. A director keeps serving past the end of the term until a successor is elected, designated, or appointed and qualifies, or until the number of directors is reduced (section 23-17-12-5(c) and (d)).
- Term limits
- Not specified by statute.
- Quorum
- A majority of the directors in office immediately before the meeting begins, unless article 23-17, the articles of incorporation, or the bylaws provide otherwise. The articles or bylaws may not set a quorum lower than the greater of one-third of the directors in office or two directors (section 23-17-15-5(a)). If a quorum is present in person when a vote is taken, the affirmative vote of a majority of the directors present in person is the act of the board (section 23-17-15-5(b)).
- Annual meeting
- A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws (section 23-17-10-1(a)). At the annual meeting the president and the chief financial officer, or their designees, report on the activities and financial condition of the corporation. The bylaws may provide that the meeting is held solely by means of remote communication, and if they do the corporation has to verify who is present, give everyone a chance to participate and vote, and keep minutes recording the votes. The article sets no annual meeting requirement for a corporation without members, and no minimum number of board meetings.
- Conflict of interest
- Section 23-17-13-2.5 applies unless the articles of incorporation or bylaws provide otherwise. A contract between the corporation and one of its members, directors, officers, or members of a designated body, or with another entity in which one of those people holds a position or a financial interest, is not void or voidable solely for that reason, solely because the interested person was present at the board meeting, or solely because that person's vote was counted, if any one of three things is true: the material facts were disclosed to or known by the board and the board in good faith approved the transaction by an affirmative vote of a majority of the disinterested directors, even if fewer than a quorum; the material facts were disclosed to or known by the members entitled to vote and they specifically approved it in good faith; or the transaction is fair to the corporation at the time it was authorized, approved, or ratified. Interested directors may be counted toward the quorum. Separately, section 23-17-13-3 flatly forbids the corporation to lend money to, or guarantee the obligation of, a director or an officer.
- Removing a director
- Members may remove a director they elected with or without cause unless the articles of incorporation provide otherwise, and removal takes as many votes as it would have taken to elect that director. Removal by members has to happen at a meeting called for that purpose, with notice saying so, and cumulative voting protects a director whose supporters could still elect them (section 23-17-12-8). A director elected by the board may be removed with or without cause by a majority of the directors then in office, unless a greater number is set in the articles or bylaws, except that a board appointee filling a member-elected seat may be removed by the members and not by the board (section 23-17-12-9). If the articles or bylaws said at the start of the term that a director could be removed for stated reasons, the board may remove on those grounds by a majority of directors then in office (section 23-17-12-10). Religious corporations may set their own removal rules (section 23-17-12-11), and designated or appointed directors are removed by amending the designation or by the appointing person (section 23-17-12-12).
- Recurring state filing
- Indiana does not use an annual report for nonprofits. A business entity report goes to the Secretary of State every two calendar years, on a schedule the Secretary of State sets, and it may be filed in the 90 days before the month it is due (Ind. Code section 23-0.5-2-13(a) and (c)). For a nonprofit corporation the report states the entity's name, its registered agent information, the street address of its principal office, and the names and business or residence addresses of its directors, its secretary, and its highest executive office. If the report is incomplete the Secretary of State returns it, and a corrected report delivered within 30 days after the notice takes effect is treated as timely.
What's particular to Indiana
Indiana sorts every nonprofit into one of three boxes at incorporation: public benefit, mutual benefit, or religious corporation (section 23-17-2-7). The classification is not cosmetic. Religious corporations can write their own director removal rules under section 23-17-12-11, and several other provisions in the article turn on which box a corporation sits in.
The state filing is biennial, not annual. Section 23-0.5-2-13 calls for a business entity report every two calendar years on a schedule the Secretary of State sets. Coordinators who move from a neighboring state and calendar an annual filing will be filing twice as often as Indiana asks.
Indiana caps how long a director may serve on one election. Under section 23-17-12-5(a) an elected director's term may not exceed five years, though directors who are designated or appointed rather than elected are outside that cap and successive terms are allowed. Bylaws that say a director serves until replaced, with no stated term, do not satisfy the requirement that the articles or bylaws specify terms.
Two Indiana rules protect directors more than most states do, and one restricts them more. Section 23-17-13-1(d) says a director is not liable for an action or an inaction unless the breach constitutes willful misconduct or recklessness, and subsection (e) says a director is not treated as a trustee of the corporation or of restricted property it holds. On the other side, section 23-17-13-3 bans loans to and guarantees for directors and officers outright, with no disclosure or approval that cures it.
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 Indiana 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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