Florida Statute 617.0803
“Number of directors”
What it means
A Florida not-for-profit corporation's board must consist of one or more individuals, with the number specified in — or fixed in accordance with — the articles of incorporation or the bylaws. One exception: a corporation exempt under section 501(c)(3) of the Internal Revenue Code must have a board of three or more directors.
That one-director floor is new — until July 1, 2026, every Florida nonprofit needed at least three. Board size and how seats are filled flow from the governing documents, which is why control of a nonprofit passes by its articles and bylaws rather than by anyone's will.
- General rule: a board of one or more directors, as the articles or bylaws specify.
- 501(c)(3) corporations must keep three or more directors.
- Amended effective July 1, 2026 — the old universal three-director minimum is gone.
- Board size is set in — and changed by amending — the articles or bylaws.
How it plays out
Founder estates are where this section reaches our work. A nonprofit the decedent built is not an estate asset: no stock, nothing to inherit. Control passes to whoever the articles and bylaws seat next — the day of death, without a court. For 501(c)(3) founders the three-director floor also means nobody runs the charity alone on paper. Succession is a board question, and we tell families early that the will has no vote in it.
Where this shows up
Pages on this site where § 617.0803 does real work:
Questions people ask
