How many board members does a Kentucky nonprofit need?

Kentucky requires a minimum of 3 directors. Section 273.211(1)(a) says the board of directors "shall consist of three (3) or more individuals," with the number specified in or fixed in accordance with the articles or bylaws, except that the first board's size is fixed by the articles. The articles or bylaws may set a minimum and maximum instead, and the board may then move the number within that range. There is no lower floor for a corporation without members. Under section 273.207 directors need not be residents of Kentucky or members of the corporation unless the articles or bylaws require it, but the board of a fire department organized under this chapter must live in the area the corporation serves.

What is the quorum requirement for a Kentucky nonprofit board?

A majority of the number of directors fixed by the bylaws, or if the bylaws fix no number, of the number stated in the articles, unless the articles or bylaws provide otherwise (section 273.217(1)). Kentucky sets no floor on how low the articles or bylaws may take that number. The act of a majority of the directors present at a meeting where a quorum is present is the act of the board unless a greater number is required. Section 273.217(4) is explicit that whether or not the corporation has members, a director may not vote by proxy.

How long can a Kentucky nonprofit board member serve?

Directors are elected or appointed in the manner and for the terms provided in the articles or bylaws. If nothing fixes the term, the term is one year and continues until a successor is elected and has accepted the election (section 273.211(2)). Directors may be divided into classes with terms that need not be uniform. The chapter sets no maximum term.

Kentucky Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Kentucky Nonprofit Corporation Acts, Ky. Rev. Stat. sections 273.161 to 273.390
Minimum directors: 3. Section 273.211(1)(a) says the board of directors "shall consist of three (3) or more individuals," with the number specified in or fixed in accordance with the articles or bylaws, except that the first board's size is fixed by the articles. The articles or bylaws may set a minimum and maximum instead, and the board may then move the number within that range. There is no lower floor for a corporation without members. Under section 273.207 directors need not be residents of Kentucky or members of the corporation unless the articles or bylaws require it, but the board of a fire department organized under this chapter must live in the area the corporation serves.
Term length: Directors are elected or appointed in the manner and for the terms provided in the articles or bylaws. If nothing fixes the term, the term is one year and continues until a successor is elected and has accepted the election (section 273.211(2)). Directors may be divided into classes with terms that need not be uniform. The chapter sets no maximum term.
Term limits: Not specified by statute.
Quorum: A majority of the number of directors fixed by the bylaws, or if the bylaws fix no number, of the number stated in the articles, unless the articles or bylaws provide otherwise (section 273.217(1)). Kentucky sets no floor on how low the articles or bylaws may take that number. The act of a majority of the directors present at a meeting where a quorum is present is the act of the board unless a greater number is required. Section 273.217(4) is explicit that whether or not the corporation has members, a director may not vote by proxy.
Annual meeting: An annual meeting of the members must be held at the time provided in the bylaws, and failing to hold it at the designated time does not forfeit or dissolve the corporation (section 273.193(2)). Special meetings may be called by the president, by the board, or by whoever the articles or bylaws authorize, and if nothing fixes that, by members holding one-twentieth of the votes entitled to be cast. The chapter sets no minimum number of board meetings.
Conflict of interest: Section 273.219 defines a conflict-of-interest transaction as a transaction with the corporation in which a director has a direct or indirect interest. It is not subject to equitable relief on the ground of that interest if the material facts of the transaction and the director's interest were disclosed to or known by the board, or a committee properly constituted under section 273.221, and the board or committee authorized, approved, or ratified it, or if the transaction was fair to the corporation. Approval is effective on a majority vote of the directors with no direct or indirect interest, even if that majority is less than a quorum, but a single director cannot approve a transaction alone. A director with a direct or indirect interest carries the burden of proving the transaction was fair.
Removing a director: Section 273.211(4) says a director "may be removed from office pursuant to any removal procedure provided in the articles of incorporation or bylaws." That is the whole of it. Kentucky supplies no default vote, no default procedure, and no judicial removal mechanism in this chapter, so if the articles and bylaws are silent there is no statutory route to remove a sitting director.
Recurring state filing: An annual report to the Secretary of State. Section 273.3671 subjects every nonprofit corporation to KRS 14A.6-010, which requires the report to be delivered between January 1 and June 30 of each calendar year after the year of formation. The report lists the corporation's name, its registered office and agent, its principal office, the officer responsible for authenticating records, each other principal officer, and each director, all current as of the date the report is executed.

What's particular to Kentucky

Removal of a director is entirely a bylaws question in Kentucky. Section 273.211(4) points to whatever removal procedure the articles or bylaws contain and stops there. Most states supply a default, such as removal by the members who elected the director or by a majority of the board. Kentucky does not, so a board that never wrote a removal clause has no statutory fallback.

Kentucky also declines to set a quorum floor. Section 273.217(1) makes a majority of the fixed number of directors the quorum "unless otherwise provided in the articles of incorporation or the bylaws," without the one-third or two-director minimum that most states attach. The same section forbids director proxy voting outright.

The standard of care is phrased around honesty rather than reasonable belief. Section 273.215 requires a director to act in good faith, on an informed basis, and in a manner the director "honestly believes" to be in the best interests of the corporation. Section 273.215(5) then says no action or inaction is a basis for monetary damages or injunctive relief unless the director breached that section, and for damages, unless the breach was willful misconduct or wanton or reckless disregard for human rights, safety, or property. The person suing has to prove that by clear and convincing evidence.

Two flat rules worth knowing. Section 273.241 says no loans shall be made by a corporation to its directors or officers, and any director or officer who assents to or participates in one is liable for the amount until it is repaid. And since 2018, section 273.211(5) provides that every director, by accepting election or appointment or simply by serving, is deemed to have consented to the jurisdiction of Kentucky courts for any action by or on behalf of the corporation.

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 Kentucky 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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Kentucky nonprofit board requirements

What the statute requires

What's particular to Kentucky

Knowing the rule is the easy part.

Sources

Other states