How many board members does a Mississippi nonprofit need?

Mississippi requires a minimum of 3 directors. Section 79-11-235 sets a conditional floor rather than a flat one. The general rule in subsection (1)(a) is that the number of directors is whatever the articles or bylaws specify, with no statutory minimum. But subsection (1)(b) requires a board of not less than three directors if the corporation is a charitable organization as defined in section 79-11-501, solicits or intends to solicit contributions in Mississippi, and was incorporated on or after January 1, 2012. A charity that fundraises and was formed since 2012 therefore needs three. An older corporation, or one that does not solicit, falls back to whatever its own documents say.

What is the quorum requirement for a Mississippi nonprofit board?

Under section 79-11-263(1), a quorum is a majority of the directors in office immediately before the meeting begins, unless the Act, the articles, or the bylaws provide otherwise. If a quorum is present, the affirmative vote of a majority of directors present is the act of the board. Unlike many states, this section states no floor below which the articles or bylaws may not set the quorum. Subsection (3) also deems a director present at a meeting to have assented to whatever was decided unless they object at the outset, have their dissent entered in the minutes, or deliver written dissent to the presiding officer.

How long can a Mississippi nonprofit board member serve?

Section 79-11-239(1) requires the articles or bylaws to specify director terms, and except for designated or appointed directors, a term may not exceed five years. If nothing is specified, each director's term is one year. Under subsection (4), a director keeps serving after the term expires until a successor is elected, designated, or appointed and qualifies, or until the number of directors decreases.

Mississippi Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Mississippi Nonprofit Corporation Act, Miss. Code Ann. sections 79-11-101 and following
Minimum directors: 3. Section 79-11-235 sets a conditional floor rather than a flat one. The general rule in subsection (1)(a) is that the number of directors is whatever the articles or bylaws specify, with no statutory minimum. But subsection (1)(b) requires a board of not less than three directors if the corporation is a charitable organization as defined in section 79-11-501, solicits or intends to solicit contributions in Mississippi, and was incorporated on or after January 1, 2012. A charity that fundraises and was formed since 2012 therefore needs three. An older corporation, or one that does not solicit, falls back to whatever its own documents say.
Term length: Section 79-11-239(1) requires the articles or bylaws to specify director terms, and except for designated or appointed directors, a term may not exceed five years. If nothing is specified, each director's term is one year. Under subsection (4), a director keeps serving after the term expires until a successor is elected, designated, or appointed and qualifies, or until the number of directors decreases.
Term limits: Not specified by statute.
Quorum: Under section 79-11-263(1), a quorum is a majority of the directors in office immediately before the meeting begins, unless the Act, the articles, or the bylaws provide otherwise. If a quorum is present, the affirmative vote of a majority of directors present is the act of the board. Unlike many states, this section states no floor below which the articles or bylaws may not set the quorum. Subsection (3) also deems a director present at a meeting to have assented to whatever was decided unless they object at the outset, have their dissent entered in the minutes, or deliver written dissent to the presiding officer.
Annual meeting: Section 79-11-197 requires a corporation with members to hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. That duty reaches only corporations that have members. Section 79-11-201 lets the chancery court order a meeting on application of a member if an annual meeting was not held within the earlier of six months after the end of the fiscal year or fifteen months after the last annual meeting. The Act sets no minimum number of board meetings; section 79-11-255 says only that the board may hold regular or special meetings and may permit remote participation where all directors can simultaneously hear each other.
Conflict of interest: Section 79-11-269 defines a conflict of interest transaction as one in which a director has a direct or indirect interest, and provides three alternative routes to protect it. The transaction stands if the material facts and the director's interest were disclosed or known to the board or a committee and it authorized, approved, or ratified the transaction, or if the material facts were disclosed or known to the voting members and they did so, or if the transaction was fair to the corporation. Approval requires a majority vote of the disinterested directors, and a single director cannot authorize a conflicted transaction alone. Votes of interested members are excluded from the member approval count.
Removing a director: Section 79-11-245 gives members the power to remove a director they elected without cause, but only if the votes cast for removal would have been enough to elect that director, and only at a meeting whose notice states removal as a purpose. Where a director was elected by a class, only that class may remove them, and cumulative voting protections apply. The board may remove a director whom the board elected, without cause, by a vote of two thirds of the directors then in office. A director may also be removed for excessive absences by a majority board vote where the bylaws allow it. The entire board may be removed under the member procedures.
Recurring state filing: Mississippi nonprofits do not file an annual report. Under section 79-11-391 the Secretary of State may request a status report, and the corporation then has ninety days to deliver it. The Secretary may not request one more often than once every five years, beginning five years after incorporation. The report covers the corporation's name and jurisdiction, principal office, the names and addresses of directors and principal officers, a brief description of activities, and whether the corporation has members. Charitable organizations that solicit contributions have separate registration and renewal duties under section 79-11-501 and following.

What's particular to Mississippi

Mississippi ties its board size requirement to fundraising and to a date, which no other state does in quite this way. Section 79-11-235(1)(b) requires three directors only where the corporation is a charitable organization, solicits or intends to solicit contributions in Mississippi, and was incorporated on or after January 1, 2012. Two otherwise identical Mississippi charities can have different legal minimums depending on the year they were formed.

There is no annual report. Section 79-11-391 gives the Secretary of State the power to request a status report, with ninety days to respond, and expressly limits those requests to no more than once every five years. A Mississippi nonprofit can go years without filing anything at the entity level, though a charity that solicits contributions still has its own registration and renewal obligations.

The quorum section has no floor. Section 79-11-263(1) sets a default of a majority of directors in office but, unlike most states, does not say how low the articles or bylaws may push it. States that address this usually forbid going below one third, or below two directors. Mississippi leaves it open, so the bylaws are doing all the work.

Section 79-11-263(3) makes silence at a board meeting count as agreement. A director present when action is taken is deemed to have assented unless they object at the beginning, have their dissent recorded in the minutes, or deliver written dissent to the presiding officer before adjournment or to the corporation immediately after. A director who simply says nothing has voted yes.

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 Mississippi review it.

About our sources for Mississippi: Mississippi's official free code access redirects to a hosted application that returns nothing to an automated reader, and the legislature's own servers were unreachable when we checked. The section links here point to a third party that reproduces the text rather than to a state source.

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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Mississippi nonprofit board requirements

What the statute requires

What's particular to Mississippi

Knowing the rule is the easy part.

Sources

Other states