How many board members does a Louisiana nonprofit need?

Louisiana requires a minimum of 3 directors. Section 12:224(B) says the affairs of the corporation are managed by a board of "not less than three natural persons, except that if there are fewer than three members, there need be only as many directors as there are members." So the floor is three for a corporation with three or more members, and it drops to match the membership for a corporation with one or two members. The number is fixed by or in the manner provided in the articles, or if the articles are silent, by the bylaws, and if both are silent it is the number the members elect.

What is the quorum requirement for a Louisiana nonprofit board?

Except as the articles or bylaws prescribe otherwise, a majority of the board is necessary for a quorum, and the acts of a majority of the directors present at a meeting with a quorum are the acts of the board (section 12:224(E)(7)). If a quorum is present when the meeting is convened, the directors present may keep doing business until adjournment even if enough directors withdraw to break the quorum, or if a director present refuses to vote.

How long can a Louisiana nonprofit board member serve?

Unless the articles or bylaws provide otherwise, directors hold office for one year and until their successors are chosen and have qualified (section 12:224(B)). The same subsection sets a hard ceiling: "No director shall be elected for a longer single term than five years." Reducing the number of directors by amending the articles or bylaws does not shorten a sitting director's term.

Louisiana Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Nonprofit Corporation Law, La. R.S. sections 12:201 to 12:269
Minimum directors: 3. Section 12:224(B) says the affairs of the corporation are managed by a board of "not less than three natural persons, except that if there are fewer than three members, there need be only as many directors as there are members." So the floor is three for a corporation with three or more members, and it drops to match the membership for a corporation with one or two members. The number is fixed by or in the manner provided in the articles, or if the articles are silent, by the bylaws, and if both are silent it is the number the members elect.
Term length: Unless the articles or bylaws provide otherwise, directors hold office for one year and until their successors are chosen and have qualified (section 12:224(B)). The same subsection sets a hard ceiling: "No director shall be elected for a longer single term than five years." Reducing the number of directors by amending the articles or bylaws does not shorten a sitting director's term.
Term limits: Not specified by statute.
Quorum: Except as the articles or bylaws prescribe otherwise, a majority of the board is necessary for a quorum, and the acts of a majority of the directors present at a meeting with a quorum are the acts of the board (section 12:224(E)(7)). If a quorum is present when the meeting is convened, the directors present may keep doing business until adjournment even if enough directors withdraw to break the quorum, or if a director present refuses to vote.
Annual meeting: The articles or bylaws may set the number and timing of members meetings, but at least one meeting of the members must be held in each calendar year for the election of directors (section 12:229(B)). Failing to hold it at the designated time does not forfeit or dissolve the corporation. If the annual meeting has not been called and held within six months after the designated time, any ten members, or any member or members holding five percent or more of the voting power, may call it. The law sets no minimum number of board meetings.
Conflict of interest: Section 12:228 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 because the interested person was present at or participated in the meeting, or because their votes were counted, if any one of three things is true: the material facts about the interest and the transaction were disclosed to or known by the board or committee and it authorized the transaction in good faith by a vote sufficient without counting the interested director's vote, or the material facts were disclosed to or known by the members entitled to vote and they approved it in good faith, or the transaction was fair to the corporation when it was authorized, approved, or ratified. Interested directors may be counted toward the quorum.
Removing a director: Except as otherwise prescribed in the articles or bylaws, the members may remove any one or more directors at a special meeting called for that purpose, by a vote of a majority in interest of all the voting members, whether or not the terms have expired, and may elect successors for the unexpired terms at that same meeting (section 12:224(E)(4)). Where a class or series of members elects certain directors, only that class or series votes on removing them. A director elected by cumulative voting may not be removed if the votes cast against removal would have been enough to elect that director. The board may separately declare a director's office vacant on listed grounds such as interdiction, bankruptcy, six months of incapacity, or loss of a required qualification.
Recurring state filing: An annual report to the Secretary of State, signed by an officer or director, on or before the corporation's anniversary date each year (section 12:205.1). It states the registered office, each registered agent, the names and addresses of all directors and officers with the dates their terms expire, and the corporation's taxpayer identification number. Every corporation except a church pays a filing fee. Under section 12:262.1 the Secretary of State revokes the articles of incorporation of a corporation that fails to file an annual report for three consecutive years, after at least thirty days' notice, and a corporation more than twelve months delinquent is "not in good standing" and barred from commercial business with the state.

What's particular to Louisiana

Louisiana is a civil law state, and its nonprofit law sits in Title 12 rather than in a Model Act adaptation. One consequence shows up immediately: section 12:209 says a corporation that may not distribute its net assets to its members on dissolution "may be organized either on a stock basis or on a non-stock basis." A Louisiana nonprofit corporation can have shares, shareholders, and certificates, and the definitions in section 12:201 carry stock concepts such as stated capital and capital surplus straight through the nonprofit statute.

The board size floor moves with the membership. Section 12:224(B) requires at least three natural persons on the board, but if the corporation has fewer than three members, it needs only as many directors as it has members. That is a different design from the flat three-director floor used in neighboring states.

Five years is the outer limit on any single term. Section 12:224(B) says no director shall be elected for a longer single term than five years, and in the absence of a contrary provision in the articles or bylaws the default is one year and until successors qualify.

The duty language is stated as a fiduciary relation, and the escape hatch is procedural. Section 12:226(A) says officers and directors "stand in a fiduciary relation to the corporation and its members" and must act in good faith with the diligence, care, judgment, and skill of ordinarily prudent people in like positions. Section 12:226(G) then says a director is not liable for a prohibited act if the director was absent from the meeting that authorized it, or was present and had a dissent noted in the minutes or filed promptly afterward in the registered office.

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 Louisiana 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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Louisiana nonprofit board requirements

What the statute requires

What's particular to Louisiana

Knowing the rule is the easy part.

Sources

Other states