How many board members does a Rhode Island nonprofit need?

Rhode Island requires a minimum of 3 directors. Section 7-6-23(a) provides that the number of directors shall be not less than three. The bylaws fix the number, except that the first board is fixed by the articles of incorporation, and no decrease may shorten a sitting director's term. Under section 7-6-22(a), directors need not be residents of Rhode Island or members of the corporation unless the articles or bylaws require it.

What is the quorum requirement for a Rhode Island nonprofit board?

Under section 7-6-25(a), a majority of the number of directors fixed by the bylaws, or stated in the articles if the bylaws are silent, constitutes a quorum, unless the articles or bylaws provide otherwise. In no event may a quorum be fewer than one quarter of that number. Subsection (b) makes the act of a majority of directors present at a meeting with a quorum the act of the board, unless a greater number is required.

How long can a Rhode Island nonprofit board member serve?

Section 7-6-23(b) says the first directors are named in the articles and serve until the first annual election, and later directors are elected or appointed for the terms set in the articles or bylaws. If nothing fixes the term, it is one year. Subsection (c) allows dividing directors into classes with terms that need not be uniform, and provides that each director holds office until a successor has been elected or appointed and qualified. Chapter 7-6 sets no maximum term length.

Rhode Island Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Rhode Island Nonprofit Corporation Act, R.I. Gen. Laws sections 7-6-1 to 7-6-108
Minimum directors: 3. Section 7-6-23(a) provides that the number of directors shall be not less than three. The bylaws fix the number, except that the first board is fixed by the articles of incorporation, and no decrease may shorten a sitting director's term. Under section 7-6-22(a), directors need not be residents of Rhode Island or members of the corporation unless the articles or bylaws require it.
Term length: Section 7-6-23(b) says the first directors are named in the articles and serve until the first annual election, and later directors are elected or appointed for the terms set in the articles or bylaws. If nothing fixes the term, it is one year. Subsection (c) allows dividing directors into classes with terms that need not be uniform, and provides that each director holds office until a successor has been elected or appointed and qualified. Chapter 7-6 sets no maximum term length.
Term limits: Not specified by statute.
Quorum: Under section 7-6-25(a), a majority of the number of directors fixed by the bylaws, or stated in the articles if the bylaws are silent, constitutes a quorum, unless the articles or bylaws provide otherwise. In no event may a quorum be fewer than one quarter of that number. Subsection (b) makes the act of a majority of directors present at a meeting with a quorum the act of the board, unless a greater number is required.
Annual meeting: Section 7-6-18(b) requires an annual meeting of members at the time provided in the bylaws, and provides that failing to hold it does not work a forfeiture or dissolution. That duty only reaches corporations that have members: section 7-6-15 allows a corporation to have no members, in which case that fact is stated in the articles or bylaws, so a memberless Rhode Island nonprofit has no annual meeting obligation. Chapter 7-6 sets no minimum number of board meetings and requires no annual board meeting.
Conflict of interest: Section 7-6-26.1(a) provides that a contract between the corporation and a director or officer, or an entity in which one has an interest, is not void or voidable, and the director is not liable for it, solely for that reason, if any one of three conditions is met: the material facts are disclosed or known to the board or committee and it is approved by the affirmative votes of a majority of the disinterested directors even if fewer than a quorum, or the material facts are disclosed or known to the members and they approve it, or the contract is fair and reasonable to the corporation. Interested directors may count toward quorum. Section 7-6-32 separately bars all loans to directors and makes any director who assents to one personally liable for the amount until it is repaid.
Removing a director: Section 7-6-23(d) is the whole of Rhode Island's law on removing a director: a director may be removed pursuant to any procedure for removal provided in the articles or bylaws that has been approved by the members of the corporation. There is no default statutory removal power, no vote threshold, and no with cause or without cause standard. By contrast, section 7-6-29 does supply a default for removing officers, who may be removed by whoever elected or appointed them whenever they judge it in the best interests of the corporation.
Recurring state filing: Section 7-6-91(a) requires the annual report to be delivered to the Secretary of State between February 1 and May 1 each year, with the first report due in the year following the year of incorporation. Section 7-6-90(a) sets the contents, including the names and addresses of the directors and officers. The Secretary of State lists the filing fee as twenty dollars, with a twenty five dollar late penalty applied June 1.

What's particular to Rhode Island

Rhode Island has no default rule for removing a director, which is the biggest drafting trap in the state's board bylaws. Section 7-6-23(d) permits removal only under a procedure set out in the articles or bylaws that the members have approved. Most modern nonprofit acts supply a fallback. Rhode Island does not, so a memberless corporation that never adopted a member approved removal procedure has, on the face of the statute, no way to remove a director at all.

The quorum floor is one quarter rather than the one third most states use. Section 7-6-25(a) says a quorum may never be fewer than one quarter of the fixed or stated number of directors. That is an absolute statutory minimum the bylaws cannot go below, and it is lower than nearly every other state's floor.

Charitable solicitation registration goes to the Department of Business Regulation, not the Attorney General or Secretary of State. Under section 5-53.1-2, registration precedes any solicitation, costs ninety dollars, expires one year after approval on a rolling anniversary, and must be renewed no later than thirty days before expiry. The form must be signed under penalty of perjury by two officials, one of whom must be a director or trustee. Section 5-53.1-3(a)(3)(i) exempts organizations that use no professional fundraiser and neither intend to receive nor actually receive more than twenty five thousand dollars in a fiscal year.

Rhode Island bans loans to directors outright. Section 7-6-32 provides no exception and no board approval cure, and makes any director who assents to or participates in the loan personally liable for the amount until it is repaid.

Written consent in place of a meeting must be unanimous. Section 7-6-104(a) requires the consent to be signed by all directors, or all members entitled to vote, with no majority written consent option.

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 Rhode Island review it.

About our sources for Rhode Island: Rhode Island publishes its general laws current through November 15, 2025, so any 2026 session law is not yet folded into the text behind this page. We checked the 2026 public laws list and found no entry touching the nonprofit corporation or charitable solicitation chapters, but that was a title scan rather than a section by section review.

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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Rhode Island nonprofit board requirements

What the statute requires

What's particular to Rhode Island

Knowing the rule is the easy part.

Sources

Other states