How many board members does a Wyoming nonprofit need?

Wyoming requires a minimum of 3 directors. Section 17-19-803(a) requires a board of three or more individuals, and subsection (b) says the number may never be decreased below three. Unlike most states, Wyoming makes no exception here. The three-director floor applies to public benefit, mutual benefit, and religious corporations alike, even though the Act carves out religious corporations elsewhere.

What is the quorum requirement for a Wyoming nonprofit board?

Under section 17-19-824(a), a quorum is a majority of the directors in office immediately before the meeting begins, unless the articles or bylaws say otherwise. The articles or bylaws may never set a quorum below the greater of one third of the directors in office or two directors. Because the statutory minimum board is three, the two-director floor is what binds in practice, so a three-person Wyoming board can never act with one director present.

How long can a Wyoming nonprofit board member serve?

Section 17-19-805(a) requires the articles or bylaws to specify director terms, and except for designated or appointed directors, a term may not exceed five years. If the governing documents say nothing, the term is one year. Directors may be elected for successive terms, and under subsection (d) a director keeps serving after the term expires until a successor qualifies or the board size is reduced.

Wyoming Nonprofit Board Requirements (2026)

What the statute requires

Governing statute: Wyoming Nonprofit Corporation Act, Wyo. Stat. sections 17-19-101 to 17-19-1807
Minimum directors: 3. Section 17-19-803(a) requires a board of three or more individuals, and subsection (b) says the number may never be decreased below three. Unlike most states, Wyoming makes no exception here. The three-director floor applies to public benefit, mutual benefit, and religious corporations alike, even though the Act carves out religious corporations elsewhere.
Term length: Section 17-19-805(a) requires the articles or bylaws to specify director terms, and except for designated or appointed directors, a term may not exceed five years. If the governing documents say nothing, the term is one year. Directors may be elected for successive terms, and under subsection (d) a director keeps serving after the term expires until a successor qualifies or the board size is reduced.
Term limits: Not specified by statute.
Quorum: Under section 17-19-824(a), a quorum is a majority of the directors in office immediately before the meeting begins, unless the articles or bylaws say otherwise. The articles or bylaws may never set a quorum below the greater of one third of the directors in office or two directors. Because the statutory minimum board is three, the two-director floor is what binds in practice, so a three-person Wyoming board can never act with one director present.
Annual meeting: Section 17-19-701(a) requires an annual membership meeting only for a corporation that has members, and section 17-19-603 says a corporation is not required to have members. A memberless Wyoming nonprofit therefore has no statutory annual meeting obligation. At an annual meeting that does occur, section 17-19-701(d)(i) requires the president and chief financial officer to report on the corporation's activities and financial condition. The Act sets no minimum number of board meetings. If a corporation never adopts bylaws, section 17-19-206(c) requires an annual meeting within three months after the close of the fiscal year.
Conflict of interest: Section 17-19-831 splits the approval path by corporation type. For a public benefit or religious corporation, a conflicting transaction may be approved in advance by the board or a committee if the material facts and the director's interest are disclosed or known and the approving directors reasonably believe in good faith that the transaction is fair to the corporation, or it may be approved before or after the fact by the attorney general or by a district court with the attorney general joined. For a mutual benefit corporation, disclosure plus board or member approval is enough. Under subsection (e), approval requires the affirmative vote of a majority of directors with no direct or indirect interest, and a transaction can never be approved by a single director. Section 17-19-832 separately bars a corporation from lending money to or guaranteeing the obligation of a director or officer.
Removing a director: Members may remove a director they elected without cause under section 17-19-808(a), but only if the votes cast for removal would have been enough to elect that director, and only at a meeting whose notice states that removal is a purpose. A director elected by the board may be removed without cause by a vote of two thirds of the directors then in office. A director elected by the board to fill a member-elected seat may be removed by the members but not by the board. Under subsection (j), the board may remove a director for missing a specified number of meetings by a majority of directors then in office, but only if the articles or bylaws already carried that rule at the start of that director's term. Section 17-19-810 allows a district court to remove a director for fraudulent or dishonest conduct or gross abuse of authority, on application by the corporation, members holding at least ten percent of the voting power, or the attorney general.
Recurring state filing: Section 17-19-1630 requires an annual report to the Secretary of State listing officers and directors with their addresses, the principal office address, and any compensation, profit, or pecuniary advantage paid directly or indirectly to any officer or director. It is due on the first day of the corporation's anniversary month of registration, must be executed by a director or officer under penalty of perjury, and carries a twenty five dollar annual fee. Failure to file is a ground for administrative dissolution under section 17-19-1420(a)(iv).

What's particular to Wyoming

Wyoming's annual report asks for something most states do not. Section 17-19-1630(a) requires the corporation to disclose any compensation, profit, or pecuniary advantage paid directly or indirectly to any officer or director, and subsection (c) requires a director or officer to sign that report under penalty of perjury. Elsewhere an annual report is a formality about addresses and registered agents. In Wyoming it is a signed compensation disclosure.

The Act does not codify a duty of care for directors, which makes Wyoming a genuine outlier. Section 17-19-830(b) instead says board members are not individually liable for actions, inactions, or omissions of the corporation, subject to carve-outs for intentional torts and illegal acts. Curiously, Wyoming does impose a full prudence standard on officers who are employees, at section 17-19-842(a). This does not mean Wyoming directors have no duties: the conflict of interest rules bind them directly, common law fiduciary duties may still apply, and section 17-19-810 contemplates duties under sections 17-19-830 through 832.

Wyoming has no charitable solicitation registration at all. There is no fundraising registration statute in the code and no state agency administering one. The Secretary of State says so directly, noting that Wyoming has no state requirements for charities and fundraisers, though an out-of-state nonprofit may still need to qualify as a foreign corporation. This says nothing about local permits, or about what Wyoming charities owe other states when they solicit across state lines.

In a corporation without members, section 17-19-822(c) requires at least seven days written notice to every director before the board removes a director or approves anything that would need member approval if the corporation had members. Since most small nonprofits are memberless, this is an easy requirement to violate by scheduling a quick vote.

Section 17-19-150 turns federal private foundation rules into Wyoming law. If a corporation is a private foundation under section 509(a) of the Internal Revenue Code, the self-dealing, minimum distribution, excess business holdings, and taxable expenditure duties in sections 4941 through 4945 become state statutory obligations as well as federal excise tax rules.

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 Wyoming 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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Wyoming nonprofit board requirements

What the statute requires

What's particular to Wyoming

Knowing the rule is the easy part.

Sources

Other states