Maryland nonprofit board requirements

What the Maryland General Corporation Law, as it applies to nonstock corporations requires of a Maryland nonprofit board: how many directors you need, how long they serve, what counts as a quorum, and what has to be filed. Every fact below is cited to the statute.

The short answer

A Maryland nonprofit needs at least 1 director.

Section 2-402(a) says "Each corporation shall have at least one director." That is the whole requirement, and it reaches nonstock corporations because section 5-201 applies the Maryland General Corporation Law to them unless the context clearly requires otherwise or a specific nonstock provision says something different. Nothing in subtitle 2 of title 5 raises the floor for charities. A corporation must have the number of directors stated in its charter unless the bylaws change it, and the bylaws may alter the number or let the board alter it within stated limits, without shortening a sitting director's term (section 2-402(b) and (c)).

What the statute requires

Governing statute
Maryland General Corporation Law, as it applies to nonstock corporations, Md. Code, Corporations and Associations, sections 5-201 to 5-208, together with titles 1 to 3
Minimum directors
1. Section 2-402(a) says "Each corporation shall have at least one director." That is the whole requirement, and it reaches nonstock corporations because section 5-201 applies the Maryland General Corporation Law to them unless the context clearly requires otherwise or a specific nonstock provision says something different. Nothing in subtitle 2 of title 5 raises the floor for charities. A corporation must have the number of directors stated in its charter unless the bylaws change it, and the bylaws may alter the number or let the board alter it within stated limits, without shortening a sitting director's term (section 2-402(b) and (c)).
Term length
At each annual meeting the stockholders elect directors to hold office until the earlier of the next annual meeting and the election and qualification of their successors, the time provided in the terms of the class or series under which they were elected, or the point at which a director stops meeting a qualification that the charter or bylaws required at election, if those documents said the term ends on that failure (section 2-404(b)(1)). A corporation may instead classify its board so terms are staggered, but a director's term may not exceed five years, it may not be shorter than the period between annual meetings except for an initial or substitute director, and at least one class has to expire each year (section 2-404(b)(2)). For a nonstock corporation, section 5-202(b) separately lets the charter or bylaws divide the directors or members into classes and prescribe the tenure and conditions of service of the directors, though no class of directors may be elected to serve for a period shorter than the interval between annual meetings unless directors must be members and the membership qualifications have the effect of shortening their service. If directors are not elected when they should have been, the sitting directors hold over until successors are elected and qualify (section 2-405(a)).
Term limits
Not specified by statute.
Quorum
Unless the bylaws provide otherwise, a majority of the entire board of directors is a quorum. The bylaws may lower that to less than a majority but never below one-third of the entire board, except that with only two or three directors the quorum may not be fewer than two, and with only one director that one director is a quorum (section 2-408(b)). Unless the charter or bylaws require a greater proportion, the action of a majority of the directors present at a meeting with a quorum is the action of the board (section 2-408(a)). The board may also act without a meeting on unanimous written or electronic consent filed with the minutes (section 2-408(c)).
Annual meeting
Section 2-501(a) requires each corporation to hold an annual meeting of its stockholders to elect directors and transact any other business within its powers, and section 5-201 carries the General Corporation Law over to nonstock corporations unless the context clearly requires otherwise. Failing to hold the annual meeting does not invalidate the corporation's existence or affect any otherwise valid corporate act (section 2-501(e)). Section 5-204 handles the case where there is nobody to meet: if neither the charter nor the bylaws provide for members, or the corporation in fact has no members, the directors also constitute the members and may exercise the rights and powers of members when meeting as directors.
Conflict of interest
Section 2-419 applies to nonstock corporations through section 5-201. A contract between the corporation and one of its directors, or with another entity in which a director is a director or holds a material financial interest, is not void or voidable solely because of the common directorship or interest, the interested director's presence at the meeting, or the counting of that director's vote, if either the fact of the interest was disclosed to or known by the board or a committee and it approved the transaction by an affirmative vote of a majority of the disinterested directors, even if that is fewer than a quorum, or the fact was disclosed to the voting stockholders and they approved it, or the contract is fair and reasonable to the corporation. Interested directors may be counted toward the quorum. If the transaction was not approved by one of the disclosure routes, section 2-419(d) puts the burden of proving fairness on whoever asserts the transaction is valid, and that shift does not apply to the board fixing reasonable compensation for a director.
Removing a director
Section 2-406(a), applied through section 5-201, lets the stockholders remove any director with or without cause by the affirmative vote of a majority of all the votes entitled to be cast generally in the election of directors. Unless the charter provides otherwise, removal without cause is restricted in three situations: a director elected by a particular class may only be removed by a majority of that class, cumulative voting protects a director whose supporters could still elect them, and a director on a classified board may not be removed without cause. Maryland's nonstock subtitle does not add a separate removal procedure, so a nonstock corporation that wants a different rule has to put it in the charter or bylaws under section 5-202(b).
Recurring state filing
Every Maryland corporation, including a nonstock corporation, submits an annual report to the State Department of Assessments and Taxation on or before April 15 each year, on the form and containing the information the department requires (Md. Code, Tax-Property section 11-101). This is a tax-side filing rather than a corporate-side one, which is why the citation sits in the Tax-Property article instead of the Corporations and Associations article. Separately, a charitable organization must register and receive a registration letter from the Secretary of State before it solicits charitable contributions in Maryland (Md. Code, Business Regulation section 6-401), and the registration statement contents are set by section 6-402.

What's particular to Maryland

Maryland has no nonprofit corporation act. A Maryland nonprofit incorporates as a nonstock corporation, and section 5-201 then imports the whole Maryland General Corporation Law, the same body of law that governs business corporations, unless the context clearly requires otherwise or a nonstock provision says something else. That is why most of the rules on this page are cited to title 2 rather than to title 5, and it is why so much of the language talks about stockholders and shares.

Section 5-204 solves a problem other states leave hanging. If a nonstock corporation has no members, either because its charter and bylaws never provided for them or because it simply has none, the directors also constitute the members and may exercise members' rights and powers when meeting as directors. That is what makes the stockholder-facing provisions on annual meetings, removal, and approval of interested transactions workable for a board-only charity.

Maryland's quorum floor has special rules for very small boards. The bylaws may set a quorum below a majority but not below one-third of the entire board, and then two hard limits kick in: with only two or three directors the quorum cannot be fewer than two, and with only one director that director is the quorum (section 2-408(b)(2)).

The recurring state filing is April 15 and it goes to the State Department of Assessments and Taxation, not to the Secretary of State. Maryland charities that solicit contributions do deal with the Secretary of State, but for a separate charitable registration that has to be in place, with a registration letter in hand, before any soliciting starts.

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 Maryland 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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Sources

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