How many board members does a Washington nonprofit need?

Washington requires a minimum of 3 directors. Washington has two floors. Section 24.03A.505(1) says a board "shall consist of one or more directors," so one director is enough for a nonprofit generally. But section 24.03A.505(2) requires three or more directors if the IRS has determined the corporation to be a public charity described in sections 509(a)(1) through (4) of the Internal Revenue Code, or if the corporation has applied to the IRS for that determination or classification. That covers most small charities, so plan on three. Section 24.03A.505(4) forgives a temporary shortfall caused by a death, incapacity, resignation, or removal, as long as whoever elects directors makes reasonable and prompt efforts to fill the seats. Washington also lets people under 18 serve, but no more than three of them or one-third of the board, whichever is fewer.

What is the quorum requirement for a Washington nonprofit board?

A majority of the directors in office before the meeting begins, unless the articles or bylaws say otherwise. Those documents may lower the quorum to no fewer than one-third of the directors in office (section 24.03A.565(1) and (2)). A quorum is not present at any point unless a majority of the directors present are at least 18 years old. If a quorum is present when a vote is taken, a majority of directors present carries the action. Directors may not act by proxy, and a proxy cannot be counted toward a quorum or sign a written consent.

How long can a Washington nonprofit board member serve?

The articles or bylaws may specify the terms of directors. If they do not, the term is one year. A term for a director elected by the members or the directors, or by another method set in the articles or bylaws, may not exceed five years (section 24.03A.515(1)). A corporation formed before January 1, 2022 may keep longer terms if its articles or bylaws as of that date provided for them, until those documents are amended to shorten them (section 24.03A.515(2)).

Washington Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Washington Nonprofit Corporation Act, RCW chapter 24.03A
Minimum directors: 3. Washington has two floors. Section 24.03A.505(1) says a board "shall consist of one or more directors," so one director is enough for a nonprofit generally. But section 24.03A.505(2) requires three or more directors if the IRS has determined the corporation to be a public charity described in sections 509(a)(1) through (4) of the Internal Revenue Code, or if the corporation has applied to the IRS for that determination or classification. That covers most small charities, so plan on three. Section 24.03A.505(4) forgives a temporary shortfall caused by a death, incapacity, resignation, or removal, as long as whoever elects directors makes reasonable and prompt efforts to fill the seats. Washington also lets people under 18 serve, but no more than three of them or one-third of the board, whichever is fewer.
Term length: The articles or bylaws may specify the terms of directors. If they do not, the term is one year. A term for a director elected by the members or the directors, or by another method set in the articles or bylaws, may not exceed five years (section 24.03A.515(1)). A corporation formed before January 1, 2022 may keep longer terms if its articles or bylaws as of that date provided for them, until those documents are amended to shorten them (section 24.03A.515(2)).
Term limits: Not specified by statute.
Quorum: A majority of the directors in office before the meeting begins, unless the articles or bylaws say otherwise. Those documents may lower the quorum to no fewer than one-third of the directors in office (section 24.03A.565(1) and (2)). A quorum is not present at any point unless a majority of the directors present are at least 18 years old. If a quorum is present when a vote is taken, a majority of directors present carries the action. Directors may not act by proxy, and a proxy cannot be counted toward a quorum or sign a written consent.
Annual meeting: A membership corporation must hold an annual meeting of members once during each fiscal year, at a time stated in or fixed in accordance with the articles or bylaws (section 24.03A.390(1)). Missing that date does not affect the validity of any corporate action. A corporation with no members has no statutory annual meeting requirement, and the Act sets no minimum number of board meetings either way.
Conflict of interest: Section 24.03A.615 says a contract between the corporation and a member, director, or officer, or with another entity where a director or officer holds a position or a financial interest, is not void or voidable for that reason alone if any one of three things is true: the material facts were disclosed to or known by the board and the board authorized the transaction in good faith by an affirmative vote of a majority of the disinterested directors, even if that is fewer than a quorum; the material facts were disclosed to or known by the members entitled to vote and they specifically approved it in good faith; or the transaction was fair to the corporation when it was authorized, approved, or ratified. Interested directors still count toward the quorum at that meeting.
Removing a director: In a membership corporation, the members may remove a director they elected with or without cause, unless the articles or bylaws say removal must be for cause, and the board generally may not remove a member-elected director. Directors may remove a director the directors elected, on the same with-or-without-cause default. In a corporation with no members, the board may remove a director the board elected, and notice of the meeting must go out at least 48 hours ahead. A director named in the articles or bylaws is removed by amending that designation, and a director appointed by an outside person is removed by that person (section 24.03A.530(1) to (4)). Beyond all that, section 24.03A.530(5) lets the board of any nonprofit corporation remove a director who has had a guardian or conservator appointed, whose attending physician certifies that the director is substantially unable to manage their finances or resist fraud or undue influence, who has been convicted of a felony, who a court has found by final order to have breached a director's duty under section 24.03A.495, who has missed the number of board meetings the articles or bylaws specified at the start of the term, or who no longer meets a director qualification set out in those documents.
Recurring state filing: An annual report goes to the Secretary of State under section 24.03A.070 and RCW 23.95.255, listing the corporation's name, its registered agent and registered office, its principal office, its governors, its unified business identifier, and, for nonprofits, its federal employer identification number. The Secretary of State sets each corporation's filing date and gives notice not less than 30 and not more than 90 days ahead. Charitable corporations use that same report to disclose the major changes described in section 24.03A.075, and the Secretary of State forwards those reports to the Attorney General. Charitable organizations that solicit contributions register separately with the Secretary of State before soliciting (RCW 19.09.065).

What's particular to Washington

Washington rewrote its nonprofit law from scratch effective January 1, 2022. Chapter 24.03A replaced the old chapter 24.03, so guidance, bylaw templates, and citations written before 2022 point at a repealed statute. Two of the rules on this page are products of that rewrite: the five-year cap on elected director terms, and the three-director floor for public charities.

The three-director floor keys off federal tax status rather than state incorporation. It applies once the IRS has classified the corporation as a public charity under sections 509(a)(1) through (4), and it also applies from the moment the corporation applies for that classification. A Washington nonprofit that never seeks 501(c)(3) recognition can run on a single director.

Section 24.03A.075 is unusual. A charitable corporation has to report on its annual report when it amends its articles to add a substantially different purpose, or when it starts running a significant program substantially different from what it has done before and from what it described in its exemption application to the IRS. The Secretary of State sends every one of those reports to the Attorney General. There are carve-outs for religious corporations, for a corporation's first three years, and for programs funded only from clearly described solicitations, earned revenue, unrestricted investment income, or long-running disclosed activities.

Washington lets minors serve on nonprofit boards, within limits. No more than three directors, or one-third of the board, whichever is fewer, may be under 18, and a quorum does not exist at any moment unless a majority of the directors present are at least 18.

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 Washington 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.

Start free, no card needed

Washington nonprofit board requirements

What the statute requires

What's particular to Washington

Knowing the rule is the easy part.

Sources

Other states