Tennessee nonprofit board requirements

What the Tennessee Nonprofit Corporation Act requires of a Tennessee nonprofit board: how many directors you need, how long they serve, what counts as a quorum, and what has to be filed. Every fact below is cited to the statute.

The short answer

A Tennessee nonprofit needs at least 3 directors.

Section 48-58-103 requires that a board of directors consist of three or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws. The number may be increased or decreased from time to time by amending the charter or bylaws, but never to fewer than three. Section 48-58-102 adds that all directors must be natural persons and that a director need not be a resident of Tennessee or a member of the corporation unless the charter or bylaws say so. Section 48-58-101 requires every corporation to have a board, and where the charter of a public benefit corporation hands board powers to individuals instead, it may authorize no fewer than three individuals, who then carry the duties and responsibilities of directors.

What the statute requires

Governing statute
Tennessee Nonprofit Corporation Act, Tenn. Code Ann. title 48, chapters 51 through 68
Minimum directors
3. Section 48-58-103 requires that a board of directors consist of three or more natural persons, with the number specified in or fixed in accordance with the charter or bylaws. The number may be increased or decreased from time to time by amending the charter or bylaws, but never to fewer than three. Section 48-58-102 adds that all directors must be natural persons and that a director need not be a resident of Tennessee or a member of the corporation unless the charter or bylaws say so. Section 48-58-101 requires every corporation to have a board, and where the charter of a public benefit corporation hands board powers to individuals instead, it may authorize no fewer than three individuals, who then carry the duties and responsibilities of directors.
Term length
Section 48-58-105 says the charter or bylaws must specify the terms of directors, and except for designated or appointed directors, the terms of directors may not exceed five years. If the charter and bylaws are silent on the point, the term of each director is one 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, again except for designated or appointed directors. Despite the expiration of a term, a director keeps serving until a successor is elected, designated, or appointed and qualifies, or until the number of directors is decreased, so a missed election does not empty the seat.
Term limits
Not specified by statute.
Quorum
Under section 48-58-205, unless chapters 51 through 68, the charter, or the bylaws provide otherwise, a quorum of the board is a majority of the directors in office immediately before the meeting begins. The charter or bylaws may set a different quorum, but they may not authorize one smaller than the greater of one third of the directors in office or two directors. Once a quorum is present to start the meeting, the meeting may continue even if directors leave. 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 statute, charter, or bylaws require a greater number. The same section treats a director who is present when action is taken as having agreed to it unless the director objects at the beginning of the meeting or promptly on arriving, has a dissent or abstention entered in the minutes, or delivers written notice of dissent to the presiding officer before adjournment or to the corporation right after the meeting. A director who voted in favor cannot later dissent.
Annual meeting
Section 48-57-101 requires a corporation that has members to hold an annual meeting of its members at a time stated in or fixed in accordance with the bylaws, and at that meeting the president and the chief financial officer report on the activities and financial condition of the corporation. The meeting is held at the place fixed in the bylaws, or at the corporation's principal office if the bylaws do not fix one. Failing to hold the annual meeting on time does not affect the validity of any corporate action. A Tennessee nonprofit corporation is not required to have members, and section 48-57-101 reaches only a corporation with members, so a board-only organization has no statutory annual meeting to hold. There is no required annual meeting of the board and no minimum number of board meetings. Section 48-58-201 says a directors' meeting whose time and place are fixed by the bylaws or the board is a regular meeting and everything else is a special meeting, and unless the charter or bylaws provide otherwise, a special meeting may be called by the presiding officer of the board, the president, or any two directors.
Conflict of interest
Sections 48-58-701 through 48-58-704 govern what Tennessee calls a director's or officer's conflicting interest transaction: one where, at the relevant time, the director or officer is a party, has a known material financial interest, or knows that a related person is a party or has a material financial interest. Section 48-58-702 says such a transaction cannot be undone or turned into damages or sanctions on conflict grounds if any one of four things is true. Either the qualified directors acted on it under section 48-58-703, or the members acted on it under section 48-58-704, or the transaction is established to have been fair to the corporation judged by the circumstances at the relevant time, or approval was obtained from the attorney general and reporter or from a court of record with equity jurisdiction in an action the attorney general and reporter is joined in. Director approval under section 48-58-703 takes the affirmative vote of a majority, but no fewer than two, of the qualified directors after required disclosure, with the qualified directors deliberating outside the presence of the other directors. A qualified director is one with no conflicting interest in the transaction and no material relationship with a director who has one. Required disclosure means telling the deciding body that the conflict exists and all facts the director or officer knows about the subject matter that a decision maker without the conflict would reasonably want to know.
Removing a director
Section 48-58-108 sorts removal by who put the director in the seat. Members may remove one or more directors elected by them with or without cause, unless the charter provides that directors may be removed only for cause, and only at a meeting called for that purpose where the notice says removal is a purpose of the meeting. A director elected by a class, chapter, or other organizational unit or by a geographic grouping may be removed only by those members, and a removal carries only if the votes cast to remove would have been enough to elect the director. An entire board may be removed by the same procedures. The board itself may remove, without cause, a director the board elected, by the vote of two thirds of the directors then in office or a greater number set in the charter or bylaws. The board may also remove a director for missing a specified number of meetings by a majority of the directors then in office, but only if the charter or bylaws contained that absence rule at the beginning of that director's term. Under section 48-58-109, a designated director is removed by amending the charter or bylaws to delete or change the designation, and unless the charter or bylaws provide otherwise, an appointed director may be removed without cause by whoever appointed them, by written notice to the director and to either the presiding officer of the board or the corporation's president or secretary.
Recurring state filing
Every Tennessee nonprofit corporation delivers an annual report to the secretary of state under section 48-66-203, due on or before the first day of the fourth month following the close of the corporation's fiscal year, so a calendar-year organization files by April 1. The report gives the corporation's name and state of incorporation, the street address and county of its registered office and the name of its registered agent there, the street address of its principal office, whether it is a public benefit or a mutual benefit corporation, whether it is a domestic religious corporation, and its federal employer identification number or its secretary of state control number. The names and business addresses of directors and principal officers are also on the list, except that a corporation exempt under section 501(c)(3) of the Internal Revenue Code and currently operating is not required to supply them. The fee is $20 under section 48-51-303. A charity that solicits contributions in Tennessee has a second, separate filing with the secretary of state's Division of Charitable Solicitations: under section 48-101-506 it files its renewal information within six months of the close of its fiscal year, and a renewal received after that anniversary date carries a late fee of $25 for each month or part of a month it is late, capped at $300 in a calendar year.

What's particular to Tennessee

Tennessee sorts every nonprofit corporation into a category, and the category changes what the board may do. A domestic corporation states on its annual report whether it is a public benefit corporation or a mutual benefit corporation, and a domestic religious corporation says so (section 48-66-203). Under section 48-58-101, the charter of a mutual benefit corporation may authorize a person or persons to exercise some or all of the powers that would otherwise belong to the board, while the charter of a public benefit corporation may only give those powers to no fewer than three individuals. Either way, whoever holds those powers takes on the duties and responsibilities of directors and the directors are relieved of them to that extent.

The attorney general and reporter is an active participant in Tennessee nonprofit governance. Section 48-58-702 lists approval by the attorney general and reporter, or by a court of equity in an action the attorney general and reporter has been joined in, as one of the four ways a conflicting interest transaction becomes safe from challenge. Section 48-64-103 requires a public benefit corporation to give the attorney general and reporter written notice that it intends to dissolve, with a copy or summary of the plan of dissolution, at or before the time it delivers the articles of dissolution to the secretary of state. It may not transfer any assets as part of the dissolution until 45 days after that notice, unless the attorney general and reporter consents in writing sooner or says in writing that no action will be taken. Once the assets are gone, the board sends the attorney general and reporter a list of who received what, with addresses.

Section 48-58-601 protects Tennessee nonprofit board members unusually well. Directors, trustees, and members of the governing bodies of the organizations listed in that section, which include organizations exempt under sections 501(c)(3), 501(c)(4), 501(c)(5), 501(c)(6), and 501(c)(19) of the Internal Revenue Code, are immune from suit arising from the conduct of the organization's affairs whether they are compensated or not. That immunity is removed when the conduct amounts to willful, wanton, or gross negligence, and it never extends to the organization itself. The same section puts a short clock on the claims that do survive: an action alleging breach of fiduciary duty by a director or officer, including the standard of care in section 48-58-301 and the conflicting interest sections, must be brought within one year of the breach, or within one year of when it was or reasonably should have been discovered, and never more than three years after it occurred unless the defendant fraudulently concealed it.

The two Tennessee filings run on two different clocks, and the second one is the one small organizations miss. The corporate annual report goes to Business Services and is due the first day of the fourth month after the fiscal year closes. The charitable solicitation renewal goes to the Division of Charitable Solicitations and is due six months after the fiscal year closes, a date the state calls the anniversary date. A calendar-year nonprofit that fundraises is therefore working toward April 1 and June 30. An organization that does not intend to solicit and does not actually raise or receive more than $50,000 in gross contributions from the public during a fiscal year is exempt from registration, but the Secretary of State still expects an exemption request every year.

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 Tennessee 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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Sources

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