How many board members does a Massachusetts nonprofit need?

Massachusetts requires a minimum of 1 director. Chapter 180 never states a minimum number of directors. Section 3 lets one or more persons act as incorporators, section 6A assumes directors are elected at the first meeting, and section 26A requires the annual report to name the directors, so a board of one satisfies the chapter. The three-director floor people sometimes quote comes from the business corporation law, M.G.L. chapter 156B section 47, and that section does not reach a chapter 180 corporation: section 10C lists exactly which chapter 156B sections apply, and 47 is not on the list. The Secretary of the Commonwealth's chapter 180 annual report form asks for the president, the treasurer, the clerk, and at least one director, which matches the statute rather than adding to it.

What is the quorum requirement for a Massachusetts nonprofit board?

M.G.L. chapter 156B section 57 applies to chapter 180 corporations through section 10C. Unless the bylaws provide otherwise, the number of directors required for a quorum is a majority of the directors then in office, and if a quorum is present a majority of the directors present may take any action on behalf of the board except where a larger number is required by law, by the articles of organization, or by the bylaws. Chapter 156B section 56, also incorporated, allows regular board meetings without notice if the time and place are fixed by the bylaws or the board, and requires notice for special meetings.

How long can a Massachusetts nonprofit board member serve?

Section 6A lets a corporation determine by its bylaws "the tenure of office of the directors and officers and the manner of their selection and removal." Chapter 180 sets no default term and no maximum term, so whatever the bylaws say governs. The annual report filed under section 26A has to state the date on which each officer's and director's term expires, which means the bylaws need to produce a definite answer to that question.

Massachusetts Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Corporations for Charitable and Certain Other Purposes, M.G.L. chapter 180
Minimum directors: 1. Chapter 180 never states a minimum number of directors. Section 3 lets one or more persons act as incorporators, section 6A assumes directors are elected at the first meeting, and section 26A requires the annual report to name the directors, so a board of one satisfies the chapter. The three-director floor people sometimes quote comes from the business corporation law, M.G.L. chapter 156B section 47, and that section does not reach a chapter 180 corporation: section 10C lists exactly which chapter 156B sections apply, and 47 is not on the list. The Secretary of the Commonwealth's chapter 180 annual report form asks for the president, the treasurer, the clerk, and at least one director, which matches the statute rather than adding to it.
Term length: Section 6A lets a corporation determine by its bylaws "the tenure of office of the directors and officers and the manner of their selection and removal." Chapter 180 sets no default term and no maximum term, so whatever the bylaws say governs. The annual report filed under section 26A has to state the date on which each officer's and director's term expires, which means the bylaws need to produce a definite answer to that question.
Term limits: Not specified by statute.
Quorum: M.G.L. chapter 156B section 57 applies to chapter 180 corporations through section 10C. Unless the bylaws provide otherwise, the number of directors required for a quorum is a majority of the directors then in office, and if a quorum is present a majority of the directors present may take any action on behalf of the board except where a larger number is required by law, by the articles of organization, or by the bylaws. Chapter 156B section 56, also incorporated, allows regular board meetings without notice if the time and place are fixed by the bylaws or the board, and requires notice for special meetings.
Annual meeting: Chapter 180 contains no express command to hold an annual meeting. Section 6A lets a corporation determine by its bylaws the manner of calling and conducting its meetings and the number of members that constitutes a quorum, and it refers to the annual meeting of members when it sets the threshold for members to demand a special meeting. The annual report required by section 26A must state "the date of its last preceding annual meeting," so the state filing assumes one takes place. Chapter 180 sets no minimum number of board meetings.
Conflict of interest: Not specified by statute.
Removing a director: Section 6A puts this in the bylaws. A corporation may determine by its bylaws the tenure of office of the directors and officers and the manner of their selection and removal. Chapter 180 supplies no default removal procedure, no vote threshold, and no distinction between removal with and without cause, and section 10C does not borrow one from the business corporation law. Whatever the bylaws say is the rule.
Recurring state filing: An annual report goes to the Secretary of the Commonwealth on or before November 1 under section 26A, stating the corporation's name, the street address of its principal office, the date of its last preceding annual meeting, and the names and addresses of all officers and directors along with the date each term expires. The Secretary's form carries a $15 filing fee. If a corporation fails to file for two successive years and then does not file within 90 days after notice of default, that is cause to revoke its charter. Section 26A does not apply to a church or religious organization, a nonprofit school or college, a corporation organized before January 1, 1923 under Massachusetts law with the name of a political party as part of its own name, a charitable hospital, or a library association whose real or personal property is exempt from taxation. Separately, the governing board of every public charity files an annual written report with the Attorney General's division for its preceding fiscal year, at a time the director sets, with a fee scaled to gross support and revenue. A charity that received more than $500,000 in gross support and revenue for the year covered has to include a complete audited financial statement, though one that received not more than $1,000,000 may submit a statement with an independent certified public accountant's review report instead (M.G.L. chapter 12 section 8F).

What's particular to Massachusetts

Chapter 180 is unusually thin, and it fills the gaps by borrowing. Section 10C names the exact list of business corporation law sections that apply to a charitable corporation: chapter 156B sections 6, 8, 10, 11, 14, 32, 35, 37, 38A, 43, 49, 55, 56, 57, 58, 59, 68, 69, 102, 104, 105, 106, 108, and 115. Where those sections talk about stock and stockholders they are read as applying to members. If a rule you are looking for is not in chapter 180 and its section number is not on that list, Massachusetts law simply does not supply it, and your bylaws have to.

There is no conflicting interest transaction statute for a Massachusetts charitable corporation. Chapter 180 has none, and section 10C does not import one. What chapter 180 does supply is a standard of conduct: section 6C requires a director, officer, or incorporator to perform duties in good faith and in a manner reasonably believed to be in the best interests of the corporation, with the care an ordinarily prudent person in a like position would use, and it protects a person who meets that standard from liability. A written conflict of interest policy in the bylaws is doing real work here, because nothing else is.

Massachusetts requires a resident presence. Under section 6A the clerk of the corporation must be a resident of the Commonwealth unless the corporation has appointed a resident agent, and a corporation with neither forfeits up to $500. This catches out-of-state founders who name a remote officer as clerk.

Dissolving a Massachusetts public charity is a court and Attorney General matter, not a filing. Section 11A says it is the sole method of voluntary dissolution for a charitable corporation. If the corporation has no remaining assets the petition goes to the division of public charities in the Attorney General's office, which may approve dissolution if it is satisfied the corporation is or will become inactive and that dissolving it is in the public interest. If assets remain, the petition is filed in the Supreme Judicial Court, which directs the funds to similar public charitable purposes.

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 Massachusetts 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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Massachusetts nonprofit board requirements

What the statute requires

What's particular to Massachusetts

Knowing the rule is the easy part.

Sources

Other states