How many board members does a Kansas nonprofit need?

Kansas requires a minimum of 1 director. Kansas has no separate nonprofit corporation act. A Kansas nonprofit is a nonstock corporation formed under the general corporation code, and section 17-6301(b) says "the board of directors of a corporation shall consist of one or more members, each of whom shall be a natural person." Section 17-6301(j) applies that section to nonstock corporations and reads every reference to the board of directors and its members as the governing body and its members. One is the floor for every nonprofit under this code, with no higher number for charitable corporations. The number of directors is fixed by, or in the manner provided in, the bylaws unless the articles of incorporation fix it, in which case the number can be changed only by amending the articles. Directors need not be members of the corporation unless the articles or bylaws require it, and the articles or bylaws may prescribe other qualifications.

What is the quorum requirement for a Kansas nonprofit board?

Section 17-6301(b) says "a majority of the total number of directors shall constitute a quorum for the transaction of business unless the articles of incorporation or bylaws require a greater number," and that unless the articles provide otherwise, the bylaws may set a quorum below a majority "that in no case shall be less than 1/3 of the total number of directors." The vote of the majority of the directors present at a meeting at which a quorum is present is the act of the board unless the articles or bylaws require a greater number. Section 17-6301(j) then gives nonstock corporations an override: the articles of incorporation "may provide that less than 1/3 of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section." For board committees and subcommittees, section 17-6301(c)(5) sets a quorum of a majority of the directors then serving, adjustable up or down by the articles, bylaws, or the creating resolution, but never below one third.

How long can a Kansas nonprofit board member serve?

The code sets no term length and no maximum. Section 17-6301(b) says only that "each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal." Section 17-6301(d) allows the directors to be divided into one, two, or three classes by the articles of incorporation, by an initial bylaw, or by a bylaw adopted by a vote of the members, with the first class expiring at the first election held after the classification takes effect, the second one year later, and the third two years later. The provision dividing directors into classes may authorize the board to assign sitting directors to classes. For a nonstock corporation, section 17-6505(d) leaves the timing of the election of the governing body to the bylaws.

Kansas Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Kansas General Corporation Code, Kan. Stat. Ann. sections 17-6001 and following, with the biennial report at section 17-7504
Minimum directors: 1. Kansas has no separate nonprofit corporation act. A Kansas nonprofit is a nonstock corporation formed under the general corporation code, and section 17-6301(b) says "the board of directors of a corporation shall consist of one or more members, each of whom shall be a natural person." Section 17-6301(j) applies that section to nonstock corporations and reads every reference to the board of directors and its members as the governing body and its members. One is the floor for every nonprofit under this code, with no higher number for charitable corporations. The number of directors is fixed by, or in the manner provided in, the bylaws unless the articles of incorporation fix it, in which case the number can be changed only by amending the articles. Directors need not be members of the corporation unless the articles or bylaws require it, and the articles or bylaws may prescribe other qualifications.
Term length: The code sets no term length and no maximum. Section 17-6301(b) says only that "each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal." Section 17-6301(d) allows the directors to be divided into one, two, or three classes by the articles of incorporation, by an initial bylaw, or by a bylaw adopted by a vote of the members, with the first class expiring at the first election held after the classification takes effect, the second one year later, and the third two years later. The provision dividing directors into classes may authorize the board to assign sitting directors to classes. For a nonstock corporation, section 17-6505(d) leaves the timing of the election of the governing body to the bylaws.
Term limits: Not specified by statute.
Quorum: Section 17-6301(b) says "a majority of the total number of directors shall constitute a quorum for the transaction of business unless the articles of incorporation or bylaws require a greater number," and that unless the articles provide otherwise, the bylaws may set a quorum below a majority "that in no case shall be less than 1/3 of the total number of directors." The vote of the majority of the directors present at a meeting at which a quorum is present is the act of the board unless the articles or bylaws require a greater number. Section 17-6301(j) then gives nonstock corporations an override: the articles of incorporation "may provide that less than 1/3 of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section." For board committees and subcommittees, section 17-6301(c)(5) sets a quorum of a majority of the directors then serving, adjustable up or down by the articles, bylaws, or the creating resolution, but never below one third.
Annual meeting: There is no statutory annual meeting for a Kansas nonprofit. Section 17-6505(a) says the provisions of sections 17-6501 through 17-6504 and 17-6506 "shall not apply to nonstock corporations," keeping only section 17-6501(a) on where meetings may be held and section 17-6502(c) through (e), so the annual meeting requirement in section 17-6501(b) never reaches a nonstock corporation. Instead, section 17-6505(d) says that if the election of the governing body is not held within the time period designated by the bylaws, the governing body shall cause it to be held as soon after as convenient, that the failure works no forfeiture or dissolution, and that the district court may summarily order an election on the application of any member, with whoever is present in person or by proxy constituting a quorum for that court-ordered meeting. Where the articles and bylaws are silent, section 17-6505(c)(1) makes one third of the members a quorum at a members' meeting and section 17-6505(c)(3) elects the governing body by a plurality of the votes present. The code sets no minimum number of board meetings.
Conflict of interest: Section 17-6304(a) says a contract or transaction between the corporation and one or more of its directors or officers, or with another organization in which a director or officer is a director or officer or has a financial interest, is not void or voidable solely for that reason, or solely because the interested person is present at or participates in the meeting that authorizes it, or solely because that person's vote is counted, if any one of three things is true: the material facts as to the relationship or interest and the transaction are disclosed or known to the board or committee and the board or committee in good faith authorizes the transaction by the affirmative votes of a majority of the disinterested directors, even if the disinterested directors are fewer than a quorum; the material facts are disclosed or known to the stockholders entitled to vote and the transaction is specifically approved in good faith by their vote; or the transaction is fair to the corporation when it is authorized, approved, or ratified. Subsection (b) lets interested directors count toward a quorum. One route is narrower for nonprofits: section 17-6014(c)(2) provides that the substitution of members for stockholders does not apply to section 17-6304(a)(2) in the case of a nonprofit nonstock corporation. The code nowhere requires a written conflict of interest policy.
Removing a director: Section 17-6301(k)(1) says any director or the entire board of directors 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, which section 17-6301(j) reads for a nonstock corporation as the members entitled to vote in an election of the governing body. There are two exceptions. If the board is classified under subsection (d), the members may remove only for cause unless the articles of incorporation provide otherwise. If the corporation has cumulative voting and less than the entire board is being removed, a director may not be removed without cause if the votes cast against removal would have been enough to elect that director under cumulative voting. Subsection (k)(2) applies the same rule class by class where a class or series is entitled to elect its own directors. The code supplies no board-only removal power and no attendance-based removal provision.
Recurring state filing: Kansas nonprofits file a biennial business entity information report, not an annual one. Section 17-7504(a) requires every corporation organized not for profit to make a written report to the Secretary of State stating the prescribed information as of the day the report is filed. Subsection (b) makes it biennial and keys the cycle to formation: a nonprofit that filed its formation documents in an even-numbered year reports in each even-numbered year, one that filed in an odd-numbered year reports in each odd-numbered year, and the report is due not later than June 15. Under subsection (c) the report gives the corporation's name, the location of its principal office, the name and postal address of the president, secretary, and treasurer or their equivalents and of the members of the governing body, and any subsidiary in which the corporation holds more than fifty percent equity. Subsection (d) adds detailed agricultural land disclosures for a corporation that holds agricultural land in Kansas. Subsection (f) sets the fee at eighty dollars plus the amount specified in the Secretary of State's rules and regulations. Section 17-7510(a) provides that failing to file or pay within ninety days of the due date works a forfeiture of the articles of incorporation, with the Secretary of State required to send a warning notice within sixty days after the due date and to notify the attorney general once the articles are forfeited.

What's particular to Kansas

Kansas has no nonprofit corporation act to look up. Nonprofits are formed under the general corporation code as nonstock corporations, and section 17-6014 is the translation key: references to stockholders mean members, references to the board of directors mean the governing body, and references to stock or shares mean memberships. Subsection (d) of that section defines the vocabulary, including a "charitable nonstock corporation" as a nonstock corporation exempt under section 501(c)(3) of the Internal Revenue Code and a "nonprofit nonstock corporation" as a nonstock corporation that does not have membership interests. Sections 17-6014(b) and (c) then list the provisions where that substitution does not apply, which is where most of the surprises live.

Nothing in Kansas law requires your nonprofit to hold an annual meeting. Section 17-6505(a) switches off sections 17-6501 through 17-6504 and 17-6506 for nonstock corporations, and the annual meeting requirement sits in section 17-6501(b), one of the switched-off provisions. Your bylaws set when the governing body is elected. If that election does not happen on time, section 17-6505(d) says there is no forfeiture or dissolution, but any member may ask the district court to summarily order an election, and at that court-ordered meeting whoever shows up in person or by proxy is a quorum regardless of what the articles or bylaws say.

The articles of incorporation can rewrite the board governance rules almost entirely. Section 17-6301(b) generally stops the bylaws from setting a board quorum below one third, but section 17-6301(j) lets a nonstock corporation's articles set a quorum of less than one third of the governing body and "otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section." Very few states hand the articles that much room over board quorum and management.

Member approval is not available to cleanse a conflicted transaction. Section 17-6304(a) offers three routes, and one of them is approval by the stockholders after disclosure. Section 17-6014(c)(2) provides that for a nonprofit nonstock corporation the substitution of members for stockholders does not apply to section 17-6304(a)(2), which leaves the disinterested director route in paragraph (a)(1) and the fairness route in paragraph (a)(3). Small Kansas boards where several directors are conflicted should plan around that.

Two Kansas details worth writing on the calendar. The state filing is biennial, due not later than June 15 in even or odd years matching the year the organization was formed, at eighty dollars plus the amount set by the Secretary of State's regulations under section 17-7504(f), and section 17-7510(a) forfeits the articles of incorporation ninety days after a missed deadline. Separately, fundraising registration goes to the attorney general under the charitable organizations and solicitations act: section 17-1763(a) bars soliciting without a registration statement, and section 17-1762(d) exempts an organization that neither intends to nor actually receives more than ten thousand dollars in contributions during its tax period if all fundraising is done by unpaid people, with a duty to register within thirty days after the tax period if it goes over.

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 Kansas 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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Kansas nonprofit board requirements

What the statute requires

What's particular to Kansas

Knowing the rule is the easy part.

Sources

Other states