How many board members does a Virginia nonprofit need?

Virginia requires a minimum of 1 director. Section 13.1-855(A) says a board of directors "shall consist of one or more individuals," with the number specified in or fixed in accordance with the bylaws, or the articles of incorporation if the bylaws are silent. There is no second, higher floor for corporations that have no members. Virginia goes further than most states and lets a nonstock corporation drop the board altogether: section 13.1-852.1 allows an agreement that eliminates the board of directors, though that agreement stops being effective once the corporation has more than 300 members of record.

What is the quorum requirement for a Virginia nonprofit board?

Unless the articles or bylaws require a greater or lesser number, a quorum is a majority of the fixed number of directors, or for a variable-range board, a majority of the number prescribed or, if no number is prescribed, the number in office immediately before the meeting begins (section 13.1-868(A)). The articles or bylaws may lower the quorum but never below one-third of that number (section 13.1-868(B)). A director may not vote by proxy (section 13.1-868(E)).

How long can a Virginia nonprofit board member serve?

If the articles of incorporation do not fix a term, the term of office for a director is one year (section 13.1-857(A)). Otherwise terms expire at the next annual meeting of members following the election, unless they are staggered under section 13.1-858, or unless there are no members or the members have no voting rights, in which case the articles govern. The Act sets no maximum term.

Virginia Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Virginia Nonstock Corporation Act, Va. Code sections 13.1-801 to 13.1-946
Minimum directors: 1. Section 13.1-855(A) says a board of directors "shall consist of one or more individuals," with the number specified in or fixed in accordance with the bylaws, or the articles of incorporation if the bylaws are silent. There is no second, higher floor for corporations that have no members. Virginia goes further than most states and lets a nonstock corporation drop the board altogether: section 13.1-852.1 allows an agreement that eliminates the board of directors, though that agreement stops being effective once the corporation has more than 300 members of record.
Term length: If the articles of incorporation do not fix a term, the term of office for a director is one year (section 13.1-857(A)). Otherwise terms expire at the next annual meeting of members following the election, unless they are staggered under section 13.1-858, or unless there are no members or the members have no voting rights, in which case the articles govern. The Act sets no maximum term.
Term limits: Not specified by statute.
Quorum: Unless the articles or bylaws require a greater or lesser number, a quorum is a majority of the fixed number of directors, or for a variable-range board, a majority of the number prescribed or, if no number is prescribed, the number in office immediately before the meeting begins (section 13.1-868(A)). The articles or bylaws may lower the quorum but never below one-third of that number (section 13.1-868(B)). A director may not vote by proxy (section 13.1-868(E)).
Annual meeting: A corporation must hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws (section 13.1-838(A)), and failing to hold it does not affect the validity of any corporate action (section 13.1-838(C)). The Act writes no exemption for corporations without members, even though it uses that phrasing elsewhere. It sets no minimum number of board meetings either: section 13.1-864(A) says the board "may" hold regular or special meetings.
Conflict of interest: Section 13.1-871 defines a conflict of interests transaction as one in which a director has an interest that keeps that director from being disinterested. The transaction is not voidable solely because of that interest if the material facts were disclosed to or known by the board or a committee and it approved the transaction, or the material facts were disclosed to the voting members and they approved it, or the transaction was fair to the corporation. Approval takes an affirmative vote of a majority of the disinterested directors, and section 13.1-871(B) says flatly that a transaction may not be approved under this section by a single director. Section 13.1-871.1 gives directors a matching safe harbor for taking a business opportunity, and says that skipping the safe harbor does not by itself create an inference that the opportunity should have gone to the corporation first.
Removing a director: Members may remove one or more directors with or without cause, unless the articles say directors may be removed only with cause (section 13.1-860(A)). If a director was elected by a voting group, only that group votes on removal. If a corporation has no members or no members with voting rights, a director may be removed under whatever procedure the articles or bylaws set out, and if they set out none, by the same vote it would take to elect that director (section 13.1-860(D)). Removal has to happen at a meeting called for that purpose, and the notice must say so.
Recurring state filing: An annual report goes to the State Corporation Commission listing directors and principal officers, due on or before the last day of the twelfth month after the month of incorporation and by that date every year after, and it may not be filed more than three months early (section 13.1-936). A separate annual registration fee of $25 is due on the same schedule, with a $10 late penalty (section 13.1-936.1). Charities that solicit contributions in Virginia also refile a registration statement with the Office of Charitable and Regulatory Programs at VDACS by the fifteenth day of the fifth calendar month of each fiscal year (Va. Code section 57-49).

What's particular to Virginia

Virginia has no nonprofit corporation act. It has a nonstock corporation act, and the organizing idea is the absence of stock rather than a charitable purpose. The same chapter that governs a food bank also governs trade associations and homeowner associations, and section 13.1-870.1 defines community associations expressly. Tax exemption is a separate federal question, and the Virginia corporate statute never uses "nonprofit" as its category.

The standard Virginia holds directors to is written differently from almost anywhere else. Section 13.1-870(A) requires a director to act "in accordance with his good faith business judgment of the best interests of the corporation," one subjective standard rather than the separate duties of care and loyalty most states copy from the Model Act. Section 13.1-870(D) then puts the burden of proving a violation on whoever alleges it.

Uncompensated directors of a corporation exempt under section 501(c) get unusually strong protection. Section 13.1-870.1(B) says an officer or director who serves without compensation is not liable for damages, and that the immunity survives the corporation being dissolved or discontinued. Directors who are paid are capped at 12 months of their compensation instead. The protection falls away only for willful misconduct or a knowing violation of the criminal law.

One thing to watch on timing: Virginia rewrote large parts of this Act in 2026, and the changes take effect January 1, 2027. Everything on this page states the text in force now. From January 2027 the numbering stays the same but several rules shift, including a new section 13.1-861.1 that will let a circuit court remove a director for fraudulent conduct, gross abuse of the office, or intentionally harming the corporation. Virginia has no judicial removal mechanism before then.

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 Virginia 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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Virginia nonprofit board requirements

What the statute requires

What's particular to Virginia

Knowing the rule is the easy part.

Sources

Other states