How many board members does a Utah nonprofit need?

Utah requires a minimum of 3 directors. Section 16-6a-803(1) says a board of directors "shall consist of three or more directors," with the number specified in, or fixed in accordance with, the bylaws. There is no smaller floor for a corporation without voting members. The bylaws may instead set a minimum and maximum, and the voting members or the board may then move the number within that range.

What is the quorum requirement for a Utah nonprofit board?

A majority of the number of directors in office immediately before the meeting begins, unless a greater or lesser number is required by the bylaws (section 16-6a-816(1)). The bylaws may take the quorum down to no fewer than one-third of the fixed number of directors, and in all circumstances no fewer than two directors. If a quorum is present, a majority of the directors present is the act of the board. Utah also permits a narrow form of director proxy: if the bylaws allow it, a director may be counted as present and voting through a signed written proxy given to another director present at the meeting, directing the vote on a particular proposal described with reasonable specificity, and the bylaws may even allow that proxy to go to someone who is not a director.

How long can a Utah nonprofit board member serve?

The bylaws may specify the terms of directors, and if they do not, the term of each director is one year (section 16-6a-805(1)). Unless the bylaws provide otherwise, directors may be elected for successive terms, and the Act sets no maximum term. A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and unless the bylaws say otherwise a director keeps serving until a successor is elected, appointed, or designated and qualifies.

Utah Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Utah Revised Nonprofit Corporation Act, Utah Code sections 16-6a-101 to 16-6a-1705
Minimum directors: 3. Section 16-6a-803(1) says a board of directors "shall consist of three or more directors," with the number specified in, or fixed in accordance with, the bylaws. There is no smaller floor for a corporation without voting members. The bylaws may instead set a minimum and maximum, and the voting members or the board may then move the number within that range.
Term length: The bylaws may specify the terms of directors, and if they do not, the term of each director is one year (section 16-6a-805(1)). Unless the bylaws provide otherwise, directors may be elected for successive terms, and the Act sets no maximum term. A decrease in the number of directors or in the term of office does not shorten a sitting director's term, and unless the bylaws say otherwise a director keeps serving until a successor is elected, appointed, or designated and qualifies.
Term limits: Not specified by statute.
Quorum: A majority of the number of directors in office immediately before the meeting begins, unless a greater or lesser number is required by the bylaws (section 16-6a-816(1)). The bylaws may take the quorum down to no fewer than one-third of the fixed number of directors, and in all circumstances no fewer than two directors. If a quorum is present, a majority of the directors present is the act of the board. Utah also permits a narrow form of director proxy: if the bylaws allow it, a director may be counted as present and voting through a signed written proxy given to another director present at the meeting, directing the vote on a particular proposal described with reasonable specificity, and the bylaws may even allow that proxy to go to someone who is not a director.
Annual meeting: Unless the bylaws eliminate the requirement, a nonprofit corporation that has voting members must hold a meeting of the voting members annually, at a time and date stated in or fixed in accordance with the bylaws or, if not fixed there, by a resolution of the board (section 16-6a-701). Failing to hold it does not affect the validity of any corporate action and does not forfeit or dissolve the corporation. The Act sets no minimum number of board meetings and no annual meeting requirement for a corporation with no voting members.
Conflict of interest: Section 16-6a-825 defines a conflicting interest transaction as a contract, transaction, or other financial relationship between the corporation and a director, a party related to a director, or an entity in which a director is a director or officer or has a financial interest. Utah frames the rule as a remedy first: on finding a conflicting interest transaction a court may rule it void or voidable, enjoin or set it aside, or award damages or other sanctions. Those remedies are off the table if one of the listed conditions is met, including that the material facts about the director's relationship or interest and about the transaction were disclosed to or known by the board or a committee and it approved the transaction in good faith by the affirmative vote of a majority of the disinterested directors, even if they are fewer than a quorum, or that the members entitled to vote approved it in good faith. Section 16-6a-825(3) separately prohibits any loan by the corporation to a director or officer, to a natural person related to one, or to an entity in which any of them has an ownership, management, or financial interest, and makes anyone who assents to or participates in such a loan liable for the amount until it is repaid.
Removing a director: Voting members may remove a director they elected with or without cause unless the bylaws provide that directors may be removed only for cause, and unless the bylaws say otherwise, removal takes a majority of the voting members or of the voting group that elected the director (section 16-6a-808). Members may act only at a meeting called for the purpose of removing that director, with notice saying so. A director elected by the board may be removed with or without cause by a majority of the directors then in office, except that a board-elected director filling a seat that the voting members had elected may be removed only by the voting members. Unless the bylaws provide otherwise, an appointed director may be removed without cause by the person who appointed them, on written notice to the director and the corporation. Section 16-6a-809 provides for removal of a director by judicial proceeding.
Recurring state filing: An annual report to the Division of Corporations and Commercial Code, listing the corporation's name, state of incorporation, registered agent information, principal office address, and the names and addresses of its directors and principal officers. The requirement is changing. Through September 30, 2026 it sits in section 16-6a-1607, which ties the deadline to the division's mailing of the form and gives the corporation 60 days from that mailing. Section 16-6a-1607 is repealed on October 1, 2026 and replaced by section 16-1a-212, under which a domestic filing entity delivers the annual report each calendar year on the last day of its anniversary month, and may file it up to 60 days early.

What's particular to Utah

Utah moved the annual report out of the nonprofit act during the 2026 General Session, and the change lands on October 1, 2026. Section 16-6a-1607 is repealed that day, and section 16-1a-212, part of a new chapter that applies to all business entities, takes over. The practical difference is the deadline: instead of counting 60 days from whenever the division mailed a form, a corporation files by the last day of the calendar month in which it was formed, and may file up to 60 days before that. Section 16-6a-1601 is amended the same day to point corporate records requirements at the new section.

Utah bans loans to directors and officers, and the ban reaches further than most. Section 16-6a-825(3) prohibits a loan not only to a director or officer but to a natural person related to one, and to any entity in which a director, officer, or related person has any ownership, management right, or financial interest. Whoever assents to or participates in making the loan is personally liable to the corporation for the amount until it is repaid.

The conflict-of-interest safe harbors include one written for charities that fund other charities. Alongside the usual disclosure-and-approval routes, section 16-6a-825(4)(b)(iii) protects a conflicting interest transaction that is consistent with a provision in the articles or bylaws committing the corporation to support one or more other nonprofit corporations, charitable trusts, or charitable entities, or authorizing directors to exercise discretion in making gifts to them.

Sharing people between related nonprofits is expressly not evidence of anything. Section 16-6a-826 says two or more nonprofit corporations may have common members, directors, or officers, that the overlap by itself creates no inference that they are agents or alter egos of one another or were formed for an improper purpose, and that the doctrine of piercing the corporate veil may not be applied solely because of it.

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 Utah 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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Utah nonprofit board requirements

What the statute requires

What's particular to Utah

Knowing the rule is the easy part.

Sources

Other states