How many board members does a Montana nonprofit need?

Montana requires a minimum of 3 directors. Section 35-2-415(2) says "a board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws." Subsection (3) repeats the floor when the number changes: the number of directors "may be increased or decreased, but to not fewer than three." Subsection (1) adds that all directors must be individuals, and lets the articles or bylaws add qualifications. Three is the floor for all three Montana designations, public benefit, mutual benefit, and religious, with no smaller board for a corporation without members. Section 35-2-414(1) also requires each corporation to have a board in the first place.

What is the quorum requirement for a Montana nonprofit board?

Section 35-2-431(1) says that except as otherwise provided in the chapter, the articles, or the bylaws, "a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors." So the articles or bylaws may move the quorum, but the floor is one third of the directors in office or two directors, whichever is larger. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the board unless the chapter, the articles, or the bylaws require more.

How long can a Montana nonprofit board member serve?

Section 35-2-419(1) says "the articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed 5 years. In the absence of any term specified in the articles or bylaws, the term of each director is 1 year. Directors may be elected for successive terms." A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and a director keeps serving after the term expires until a successor is elected, designated, or appointed and qualifies, or until the number of directors is decreased. Subsection (5) allows staggered terms, and the groups need not be uniform.

Montana Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Montana Nonprofit Corporation Act, Mont. Code Ann. sections 35-2-113 to 35-2-1402
Minimum directors: 3. Section 35-2-415(2) says "a board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws." Subsection (3) repeats the floor when the number changes: the number of directors "may be increased or decreased, but to not fewer than three." Subsection (1) adds that all directors must be individuals, and lets the articles or bylaws add qualifications. Three is the floor for all three Montana designations, public benefit, mutual benefit, and religious, with no smaller board for a corporation without members. Section 35-2-414(1) also requires each corporation to have a board in the first place.
Term length: Section 35-2-419(1) says "the articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed 5 years. In the absence of any term specified in the articles or bylaws, the term of each director is 1 year. Directors may be elected for successive terms." A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and a director keeps serving after the term expires until a successor is elected, designated, or appointed and qualifies, or until the number of directors is decreased. Subsection (5) allows staggered terms, and the groups need not be uniform.
Term limits: Not specified by statute.
Quorum: Section 35-2-431(1) says that except as otherwise provided in the chapter, the articles, or the bylaws, "a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors." So the articles or bylaws may move the quorum, but the floor is one third of the directors in office or two directors, whichever is larger. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the board unless the chapter, the articles, or the bylaws require more.
Annual meeting: Section 35-2-526(1) says "a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws." At that meeting the president and chief financial officer report on the activities and financial condition of the corporation, and the members act on other matters raised consistently with the notice and voting rules. Failing to hold the meeting on time "does not affect the validity of any corporate action." Section 35-2-512 says "a corporation is not required to have members," so a Montana nonprofit without members has no statutory annual meeting. The act sets no minimum number of board meetings. Section 35-2-427 divides board meetings into regular meetings, whose time and place are fixed by the bylaws or the board, and special meetings, and allows participation by any means of communication through which all directors can hear each other simultaneously.
Conflict of interest: Section 35-2-418. A conflict of interest transaction is a transaction with the corporation in which a director has a direct or indirect interest, and it "is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in subsection (2) or (3)." For a public benefit or religious corporation, subsection (2) allows approval in advance by the board or a board committee where the material facts of the transaction and the director's interest are disclosed to or known by the board or committee, and "the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation." It also allows approval before or after the transaction closes by the attorney general, or by a state district court in an action in which the attorney general is joined as a party. For a mutual benefit corporation, subsection (3) allows approval by the board or committee, or by the members, after disclosure. Approval takes the affirmative vote of a majority of the directors with no direct or indirect interest, and "a transaction may not be authorized, approved, or ratified under this section by a single director." The articles, the bylaws, or a board resolution may impose additional requirements.
Removing a director: Section 35-2-421. Members may remove one or more directors they elected without cause, and a director elected by a class, chapter, unit, or geographic grouping may be removed only by that group. Removal takes as many votes as it would have taken to elect the director, cumulative voting protects a director whose supporters could still have elected them, and removal by members has to happen at a meeting called for that purpose with notice saying so. An entire board may be removed the same way. Subsection (8) covers board appointees: "a director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or by a greater number as is set forth in the articles or bylaws," except that a board appointee filling a member-elected seat may be removed by the members and not by the board. If the articles or bylaws said at the beginning of the director's term that a director may be removed for missing a specified number of board meetings, the board may remove on that ground by a majority of the directors then in office. Section 35-2-422 covers designated and appointed directors, and section 35-2-423 covers removal by a district court, which the attorney general may seek in the case of a public benefit corporation. A religious corporation's articles or bylaws may limit these sections.
Recurring state filing: An annual report goes to the Secretary of State under section 35-2-904, setting out the corporation's name and state of incorporation, registered agent and office information, the business mailing address of the principal office, "the names and business mailing addresses of its directors and principal officers," a brief description of the nature of its activities, and whether or not it has members. The information has to be current on the date the report is executed. The first report is due between January 1 and April 15 of the year following incorporation, and "subsequent annual reports must be delivered to the secretary of state between January 1 and April 15." If the report is incomplete the Secretary of State returns it, and a corrected report delivered within 30 days after the effective date of the notice counts as timely.

What's particular to Montana

Montana caps how long a single director term may run. Section 35-2-419(1) says the terms of directors "may not exceed 5 years," with designated and appointed directors carved out. Most states leave term length entirely to the bylaws. The same sentence sets a one-year default when the articles and bylaws are silent, and the section expressly allows re-election, so the cap limits the length of a term rather than the number of terms.

If your Montana nonprofit has no members, section 35-2-429(3) is the notice rule that governs your most consequential votes. In a corporation without members, board action to remove a director, or to approve anything that would have required member approval if the corporation had members, is not valid unless each director got at least 7 days' written notice that the matter would be voted on, or waived notice. That is a much longer runway than the 2 days that section 35-2-429(2) gives for an ordinary special meeting.

Montana lets the Attorney General clear a conflicted transaction. Under section 35-2-418(2)(b), a public benefit or religious corporation can get a conflict of interest transaction approved "before or after it is consummated" by the attorney general, or by a state district court in an action joining the attorney general. Section 35-2-423 also lets the attorney general petition to remove a director of a public benefit corporation.

In 2023 Montana passed a limit on what the state itself can ask of charities. Section 35-2-129 says a state agency or state official "may not impose any annual filing or reporting requirements on any nonprofit corporation with tax-exempt status pursuant to 26 U.S.C. 501(c)(3), as of February 21, 2023, that are more stringent, restrictive, or expansive than the requirements authorized under Montana law," other than for state grants and contracts, fraud investigations, or enforcement actions against a specific corporation. Section 35-2-416(5) separately says a Montana director "may not be a trustee" with respect to the corporation or to property it holds, including donor-restricted property, so trust law duties are not layered on top of the director standard.

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 Montana 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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Montana nonprofit board requirements

What the statute requires

What's particular to Montana

Knowing the rule is the easy part.

Sources

Other states