How many board members does a Oregon nonprofit need?

Oregon requires a minimum of 3 directors. Section 65.307(1) sets two floors. A board must consist of three or more individuals for a public benefit corporation, and one or more individuals for a mutual benefit or religious corporation, with the number specified or fixed in accordance with the articles or bylaws. Most charities are public benefit corporations, so three is the number that governs the typical small charity. The articles or bylaws may instead set a minimum and maximum range for the board size.

What is the quorum requirement for a Oregon nonprofit board?

A majority of the number of directors in office immediately before the meeting begins, unless the articles or bylaws require a greater or a lesser number (section 65.351(1)). The articles or bylaws may take the quorum down to no fewer than one-third of the directors in office immediately before the meeting. If a quorum is present when a vote is taken, a majority of the directors present carries the action, a director counts as present whether they vote or abstain, and each director has one vote and may not vote by proxy.

How long can a Oregon nonprofit board member serve?

The articles or bylaws may specify terms, and apart from designated or appointed directors, terms may not exceed five years (section 65.314(1)). If neither document specifies a term, the term of each director is one year, and directors may be elected for successive terms. 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 reduced.

Oregon Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Oregon Nonprofit Corporation Act, Or. Rev. Stat. chapter 65, sections 65.001 to 65.990
Minimum directors: 3. Section 65.307(1) sets two floors. A board must consist of three or more individuals for a public benefit corporation, and one or more individuals for a mutual benefit or religious corporation, with the number specified or fixed in accordance with the articles or bylaws. Most charities are public benefit corporations, so three is the number that governs the typical small charity. The articles or bylaws may instead set a minimum and maximum range for the board size.
Term length: The articles or bylaws may specify terms, and apart from designated or appointed directors, terms may not exceed five years (section 65.314(1)). If neither document specifies a term, the term of each director is one year, and directors may be elected for successive terms. 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 reduced.
Term limits: Not specified by statute.
Quorum: A majority of the number of directors in office immediately before the meeting begins, unless the articles or bylaws require a greater or a lesser number (section 65.351(1)). The articles or bylaws may take the quorum down to no fewer than one-third of the directors in office immediately before the meeting. If a quorum is present when a vote is taken, a majority of the directors present carries the action, a director counts as present whether they vote or abstain, and each director has one vote and may not vote by proxy.
Annual meeting: A corporation with members must hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws (section 65.201). At the annual meeting the president, and any other officer the board or the president designates, reports on the activities and financial condition of the corporation. Failing to hold the meeting on time does not affect the validity of any corporate action. The Act sets no minimum number of board meetings: section 65.337 says the board "may" hold regular or special meetings.
Conflict of interest: Section 65.361 defines a conflict of interest transaction as a transaction with the corporation in which a director has a direct or indirect interest. Such a transaction is not voidable and is not a basis for liability if it is fair to the corporation when the corporation enters into it, and Oregon adds a twist: a transaction is presumed fair if it is approved under the procedures in the section. For a public benefit or religious corporation, approval comes either from the board or a board committee with the material facts of the transaction and the director's interest disclosed or known, or from the Attorney General, or from the circuit court in an action in which the Attorney General is joined as a party. Approval requires the affirmative vote of a majority of the directors with no direct or indirect interest, and the section says a transaction may not be approved by a single director.
Removing a director: Unless the articles or bylaws provide otherwise, the members may remove one or more directors they elected with or without cause, unless the articles require cause, by a majority of the votes cast, and only at a special meeting called for the purpose with notice saying so (section 65.324). A director elected by the board may be removed with or without cause by a majority of the directors then in office. If the articles or bylaws said at the start of a director's term that the director could be removed for missing more than a stated number of meetings or for other stated reasons, a majority of the directors may remove for those reasons. Under section 65.327 a circuit court may remove a director for fraudulent or dishonest conduct or gross abuse of authority or discretion, in a case brought by the corporation, by at least ten percent of the members of a class entitled to vote for directors, or by the Attorney General in the case of a public benefit corporation.
Recurring state filing: An annual report delivered to the Secretary of State by the corporation's anniversary, with the information current as of 30 days before that anniversary (section 65.787). It states the corporation's name and state of incorporation, its registered office and agent, its principal office address, the names and addresses of the president and secretary, a brief description of the corporation's activities, whether the corporation has members, and whether it is a public benefit, mutual benefit, or religious corporation. Not receiving the form from the Secretary of State does not excuse the filing.

What's particular to Oregon

Oregon makes every nonprofit corporation pick a lane in its articles and live with the consequences. Section 65.047(1)(b) requires the articles to state that the corporation is a public benefit corporation, a mutual benefit corporation, or a religious corporation, and section 65.787 requires the annual report to repeat that choice. The label drives the board size floor in section 65.307, the conflict-of-interest approval routes in section 65.361, and whether the Attorney General can act.

The Attorney General is woven through the Act rather than confined to enforcement. The Attorney General may approve a conflict of interest transaction for a public benefit or religious corporation, may petition a circuit court to remove a director under section 65.327, and under section 65.311(3) may ask a court to appoint directors for a corporation that has none and no members who can elect any.

A loan to a director or officer of a public benefit or religious corporation is close to impossible without telling the Attorney General first. Section 65.364 permits it only as part of a recruitment package approved under the conflict of interest rules, with notice to the members, and with written notice to the Attorney General at least twenty days before the loan or guarantee becomes binding, itemizing all compensation and the terms of the loan.

Uncompensated directors of charitable, religious, educational, and similar organizations get a raised liability threshold. Section 65.369 limits the civil liability of a director who serves without compensation for personal services, for the performance or nonperformance of the director's duties, to gross negligence or intentional misconduct, and lists the kinds of organizations whose boards qualify.

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 Oregon 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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Oregon nonprofit board requirements

What the statute requires

What's particular to Oregon

Knowing the rule is the easy part.

Sources

Other states