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How many people does a non-profit board of directors need in order to incorporate? What about a for-profit corporation board?

Anoka, MN |

can a corporations articles of incorporation give on board member more power than the others?

Attorney Answers 2


  1. I am not a Minnesota attorney, but most states only require one director for either a for-profit or non-profit corporation.

    This answer is provided for informational purposes only, is based upon the limited facts provided by you, which are assumed to be true and accurate. Actual legal advice can only be provided in an office consultation by an attorney licensed in your jurisdiction, with experience in the area of law in which your concern lies.


  2. In your state, Minnesota, the law requires that a non-profit corporation have three or more Directors. That is the same as our law here in Illinois where I practice. Also in Minnesota, the requirement for a business corporation is that it have one or more Directors, which, again, is the same as the requirement here in Illinois.

    Are you familiar with proxy voting? Most corporation acts permit shareholders to vote by proxy, that is they can assign the right to vote their shares to someone else by a document called a proxy. Not so, however, in the case of Directors. Directors have duties, often called "fiduciary duties" to the members of a nonprofit, or the shareholders of a business corporation, and these duties are personal, and not to be delegated, in the view of the laws of most states.

    Similarly, you cannot have unequal directors. If a business corporation has more than one class of stock, it can have directors elected only by and representing one class, and others elected by another class, and so forth. Some corporations, both nonprofit and business types, have "staggered" boards with terms lasting more than one year, and some elected in one year, others in another, others in a third, in an attempt to avoid flooding a board with new members all at once.

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