How many board members does a North Dakota nonprofit need?

North Dakota requires a minimum of 3 directors. Section 10-33-28(1) requires a board of three or more directors, with the number specified in or fixed in accordance with the articles or bylaws. There is one narrow exception: if the corporation has either one or two members with voting rights, the number of directors may be fewer than three but not fewer than the number of voting members. Section 10-33-29 requires directors to be individuals. Section 10-33-28(3) adds that if the board itself elects directors and the board falls below three, a majority of the directors in office may appoint enough additional directors to get back to three.

What is the quorum requirement for a North Dakota nonprofit board?

Section 10-33-41 makes a majority of the directors currently holding office a quorum, and the articles or bylaws may set a larger or smaller proportion or number. North Dakota puts no floor under how low the bylaws may take it. Section 10-33-42 provides that the board acts by the affirmative vote of a majority of directors with voting rights present at a duly held meeting unless the chapter, articles, or bylaws require more. Once a quorum is present at a properly convened meeting, section 10-33-41 lets the remaining directors keep transacting business even if enough leave to break the quorum.

How long can a North Dakota nonprofit board member serve?

Section 10-33-30(1)(a) says directors hold office for fixed terms provided in the articles or bylaws, and a fixed term other than an ex officio director's may not exceed ten years. If the articles or bylaws do not provide a fixed term, the term is one year. An ex officio director serves as long as that director holds the designated office. Unless the governing documents say otherwise, a director holds office until the term expires and until a successor is elected and qualified, or until earlier death, resignation, removal, or disqualification. Subsection (2) allows staggering by dividing the directors into groups, and the groups' terms need not be uniform.

North Dakota Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: North Dakota Century Code chapter 10-33, Nonprofit Corporations, N.D. Cent. Code sections 10-33-01 to 10-33-149
Minimum directors: 3. Section 10-33-28(1) requires a board of three or more directors, with the number specified in or fixed in accordance with the articles or bylaws. There is one narrow exception: if the corporation has either one or two members with voting rights, the number of directors may be fewer than three but not fewer than the number of voting members. Section 10-33-29 requires directors to be individuals. Section 10-33-28(3) adds that if the board itself elects directors and the board falls below three, a majority of the directors in office may appoint enough additional directors to get back to three.
Term length: Section 10-33-30(1)(a) says directors hold office for fixed terms provided in the articles or bylaws, and a fixed term other than an ex officio director's may not exceed ten years. If the articles or bylaws do not provide a fixed term, the term is one year. An ex officio director serves as long as that director holds the designated office. Unless the governing documents say otherwise, a director holds office until the term expires and until a successor is elected and qualified, or until earlier death, resignation, removal, or disqualification. Subsection (2) allows staggering by dividing the directors into groups, and the groups' terms need not be uniform.
Term limits: Not specified by statute.
Quorum: Section 10-33-41 makes a majority of the directors currently holding office a quorum, and the articles or bylaws may set a larger or smaller proportion or number. North Dakota puts no floor under how low the bylaws may take it. Section 10-33-42 provides that the board acts by the affirmative vote of a majority of directors with voting rights present at a duly held meeting unless the chapter, articles, or bylaws require more. Once a quorum is present at a properly convened meeting, section 10-33-41 lets the remaining directors keep transacting business even if enough leave to break the quorum.
Annual meeting: Two separate duties. Section 10-33-39(1)(a) requires the board to meet at least once per year unless the articles or bylaws provide otherwise, which is a rare affirmative statutory board meeting requirement. Section 10-33-65(1) separately requires a corporation with voting members to hold at least an annual meeting of voting members, again unless the articles or bylaws provide otherwise. Section 10-33-65(4) says the annual members' meeting must include the election of successors to directors whose terms have expired and a report on the activities and financial condition of the corporation. Failing to hold the meeting does not affect the validity of corporate action.
Conflict of interest: Section 10-33-46 covers contracts between the corporation and a director, a member of a director's family, or an organization in which the director or a family member is a director, officer, legal representative, or holds a material financial interest. The transaction is not void or voidable if any one of the listed routes is met: it was fair and reasonable to the corporation when authorized, with the burden on whoever asserts validity; or the material facts were disclosed and two thirds of the members entitled to vote approved it in good faith, not counting the interested director's vote; or the material facts were disclosed to the board or a committee and a majority of directors currently holding office approved it in good faith. On that third route the interested director may not vote and is not counted toward quorum. Section 10-33-46(3)(c) defines a family member as a spouse, parent, child, child of a spouse, brother, sister, or the spouse of any of them.
Removing a director: Section 10-33-36 applies unless the articles or bylaws set a different method. For an elected director in a corporation with voting members, the members eligible to elect that director may remove the director at any time with or without cause, and the board may remove a director it appointed to fill a vacancy if the members have not elected directors in the meantime and a majority of the remaining directors present vote to remove. If there are no voting members, the directors eligible to elect the director may remove that director with or without cause. An appointed director may be removed without cause by whoever appointed the director, by written notice to the director and to the presiding officer, president, or secretary. Section 10-33-37 separately lets a district court remove a director on a proceeding brought by the corporation, by members holding at least ten percent of the voting power, or by the attorney general, for fraudulent or dishonest conduct, gross abuse of authority or discretion, a violation of the financially interested director cap, or a final judgment finding a breach of the standard of conduct. The court may bar that person from board service for a period it sets.
Recurring state filing: Section 10-33-139 requires every nonprofit corporation to file an annual report with the Secretary of State before February 2 each year. The report states the corporation's name and state of incorporation, the registered office and agent, the principal executive office address, a brief statement of the activities it actually conducts in North Dakota, the names and addresses of the officers and directors, and the section of the Internal Revenue Code establishing its tax status. Section 10-33-140(1)(q) sets the fee at ten dollars, with a five dollar late fee after the deadline and a forty dollar reinstatement fee if the corporation has already been dissolved for not filing. The Secretary of State describes the deadline as on or before February 1.

What's particular to North Dakota

North Dakota caps how much of the board can be on the payroll. Section 10-33-27(2) provides that no more than forty nine percent of the individuals serving on the board may be financially interested individuals, and subsection (3) defines that to include anyone who has received or is entitled to receive compensation from the corporation for services in the previous twelve months, plus that person's parent, child, child of a spouse, brother, sister, or spouse. Reasonable payments for serving as a director do not count. Very few states put a hard independence ratio in the corporate statute at all. Breaking the cap does not invalidate the corporation's transactions, but section 10-33-37(1)(b) makes it a ground for a court to remove a director.

The board has to meet at least once a year. Section 10-33-39(1)(a) says so outright, subject to the articles or bylaws providing otherwise. Most nonprofit corporation acts describe how board meetings work without ever requiring one, so a memberless North Dakota nonprofit still has a default annual board meeting duty.

A director's term can run as long as ten years. Section 10-33-30(1)(a) sets that ceiling, which is twice the five year cap several other states use, and it does not apply to ex officio directors, who serve as long as they hold the underlying office. If the articles and bylaws are silent, the default term is one year.

The bylaws can set the quorum below a majority with no statutory floor. Section 10-33-41 allows a larger or smaller proportion or number than a majority of the directors currently holding office and, unlike most states, names no minimum such as one third or two directors. The annual report is also unusually detailed: section 10-33-139(1) requires the names and addresses of every officer and director plus the Internal Revenue Code section establishing the organization's tax status, so the board roster is refreshed on the public record every February.

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 North Dakota 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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North Dakota nonprofit board requirements

What the statute requires

What's particular to North Dakota

Knowing the rule is the easy part.

Sources

Other states