How many board members does a Pennsylvania nonprofit need?

Pennsylvania requires a minimum of 1 director. Section 5723: the board must consist of one or more members, with the number fixed by or in the manner provided in the bylaws. If the bylaws do not fix it, the number is whatever the articles state, or three if the articles state no number. Under section 5722(a) each director must be a natural person of full age.

What is the quorum requirement for a Pennsylvania nonprofit board?

A majority of the directors in office, unless the bylaws provide otherwise, and the acts of a majority of the directors present and voting at a meeting with a quorum are the acts of the board (section 5727(a)). The Nonprofit Corporation Law sets no floor on how low the bylaws may put the quorum.

How long can a Pennsylvania nonprofit board member serve?

The bylaws set the term. If they do not, the term is one year (section 5724(a)). If the board is classified into staggered classes, each class must be as nearly equal in size as possible, at least one class must expire each year, and no class may be elected for longer than four years (section 5724(d)).

Pennsylvania Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Nonprofit Corporation Law of 1988, 15 Pa.C.S. Subpart C, sections 5101 and following
Minimum directors: 1. Section 5723: the board must consist of one or more members, with the number fixed by or in the manner provided in the bylaws. If the bylaws do not fix it, the number is whatever the articles state, or three if the articles state no number. Under section 5722(a) each director must be a natural person of full age.
Term length: The bylaws set the term. If they do not, the term is one year (section 5724(a)). If the board is classified into staggered classes, each class must be as nearly equal in size as possible, at least one class must expire each year, and no class may be elected for longer than four years (section 5724(d)).
Term limits: Not specified by statute.
Quorum: A majority of the directors in office, unless the bylaws provide otherwise, and the acts of a majority of the directors present and voting at a meeting with a quorum are the acts of the board (section 5727(a)). The Nonprofit Corporation Law sets no floor on how low the bylaws may put the quorum.
Annual meeting: Unless a bylaw adopted by the members says otherwise, at least one meeting of the members entitled to vote for directors must be held each calendar year to elect directors, at the time provided in or fixed under the bylaws. Missing that time does not dissolve the corporation or void otherwise valid acts, and if the meeting is not held within six months of the designated time any member may call it (section 5755(a)).
Conflict of interest: Section 5728: a contract between the corporation and one of its directors or officers, or with another organization where a director or officer has a financial or other interest, is not void or voidable for that reason alone if the material facts are disclosed or known and the board authorizes it by the affirmative votes of a majority of the disinterested directors, even where they are fewer than a quorum, or the members approve it in good faith, or the contract is fair to the corporation when authorized. Interested directors still count toward quorum. The bylaws may restrict all of this.
Removing a director: Unless a bylaw adopted by the members says otherwise, the members entitled to elect directors may remove the whole board, a class of it, or any individual director without assigning cause, and may elect replacements at the same meeting. The board itself may declare a seat vacant only in the situations section 5726(b) lists, such as a judicial declaration of unsound mind, a conviction carrying more than a year's imprisonment, failure to accept office within 60 days, or another cause the bylaws specify. A court may remove a director for fraudulent or dishonest acts or gross abuse of authority (section 5726(c)).
Recurring state filing: Annual report to the Department of State, due before July 1 each year for domestic and foreign nonprofit corporations (15 Pa.C.S. section 146). The requirement was added by Act 122 of 2022, took effect January 3, 2024, and produced its first filings in 2025. The filing fee is waived for nonprofit corporations.

What's particular to Pennsylvania

Pennsylvania is unusual in letting a nonprofit put board powers somewhere other than the board. Section 5721 says that if the bylaws so provide, the powers and duties this title gives the board of directors may instead be exercised by "such other body as shall be provided in the bylaws," and section 5734 sets out how that other body works. Denominational and fraternal structures often use it.

Section 5722(b) carves out room for young people. A nonprofit organized primarily for recreational or youth development and delinquency prevention purposes serving people 18 and under may amend its articles of incorporation to create an advisory committee to the board that includes 16 and 17 year olds, so long as the committee is no larger than the number of directors needed for a quorum.

The annual report is new. Pennsylvania used to run on a decennial report filed once every ten years, and section 5110 of the Nonprofit Corporation Law, the old nonprofit annual report provision, was repealed. Act 122 of 2022 replaced the decennial system with a real annual report at 15 Pa.C.S. section 146, and nonprofits that had never filed anything on a yearly cycle began doing so in 2025. Missing it can lead to administrative dissolution.

Removal is a member power by default here, and a broad one: members can remove any or all directors without cause unless a member-adopted bylaw restricts it. A board cannot vote its own colleague out except on the specific grounds in section 5726(b), which is narrower than the majority-of-directors removal that many other states allow.

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 Pennsylvania 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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