How Many Board Members Should a Nonprofit Have?

A strong board of directors can greatly impact your nonprofit and support functions like fundraising, finance, and even advocacy or programs. You might be wondering—how many nonprofit board members should my board have?

The short answer is, it depends.

There is no “magic number” that constitutes the perfect board size. This might seem confusing, but don’t fret! Keep reading to find out why nonprofits need board members and how to determine the right number of board members for your organization.

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A nonprofit board of directors, made up of nonprofit board members, is the governing body of a nonprofit organization. Every nonprofit must have a board, and although their size, responsibilities, and scope of work will differ based on the individual nonprofit, the core purpose remains the same.

A nonprofit board of directors provides a nonprofit with high-level oversight over things such as finances, policies and procedures, programming, fundraising, and strategy. It’s important to remember that board members are not paid employees of the nonprofit organization but unpaid volunteers.

A key piece of the board’s work is to oversee the performance of the nonprofit’s chief executive. This includes recruiting and hiring the executive, setting their compensation, and performing an annual performance review. Typically these responsibilities fall to the Board President or the Executive Committee rather than the full board.

The chief executive collaborates with the board of directors on some key functions–– including recruiting and onboarding new board members, long-term planning, and fundraising. Managing a board of directors is no easy feat, but once you have the right individuals in place, your board can be a game-changer in revenue and impact.

Why does your nonprofit need board members? Great question!

All nonprofits need a board of directors for a variety of reasons. The first is that it is required by the IRS for all nonprofits to have a minimum of three board members who meet at least once per year.

Many states have their own requirements for registered nonprofits, so it’s important to check your specific state’s rules. Nonprofits must adhere to both state and federal regulations.

For example, Maryland requires nonprofits to have at least one board member. However, since the federal rule requires three, all Maryland nonprofits must have, at minimum, three board members to comply with federal and state regulations.

A board of directors is a must for any nonprofit, but there are some specific benefits based on the size of your organization. Keep reading to learn more.

Value of Board Members for Small Nonprofit Organizations

Small nonprofits likely operate with only a few (if any) paid staff members. A board of directors tends to be more active and engaged in a smaller organization; this type of board is often called a “working board”.

These board members may take on tasks that a paid staff member might normally oversee, such as volunteer coordination or fundraising. This can be incredibly helpful in providing critical infrastructure to the organization until they become large enough to delegate those activities to paid staff.

Board members can also help advance fund development efforts for a small-sized nonprofit by attending community events, connecting the nonprofit to potential donors, and leveraging their personal and professional networks for support. This can be immensely helpful for a smaller organization who does not have the income to retain full-time, paid development staff.

Value of Board Members for Medium-sized Nonprofit Organizations

At a medium-sized nonprofit, you will often find the board of directors has several committees. Committees, whose structure and scope of work should be written in the organization’s bylaws, can be a practical way to structure and divide the board’s work.

For medium-sized nonprofits who may have limited paid staff, these committees provide support and assistance with key organizational responsibilities such as financial oversight, board recruitment, and fundraising. This is incredibly valuable as it reduces the workload on a medium-sized nonprofit’s paid staff, who probably have limited capacity to oversee some of these functions.

These committees could include:

• Executive Committee: This committee includes the Board Chair, key board officials, and committee chairs from the board’s various committees.
• Nominating Committee: This group oversees new board members' recruitment, nomination, and onboarding.
• Finance Committee: Typically chaired by the Board Treasurer, this committee support’s the board’s fiduciary oversight and focuses on large projects such as the annual audit, overseeing investments, capital campaigns, and other longer-term projects.
• Fundraising Committee: A fundraising committee helps to support the nonprofit’s fund development efforts, including donor acknowledgment and stewardship, event planning, grant writing, and annual appeals.
• Personnel Committee: This committee is especially relevant for medium-sized nonprofits that might contract out their human resources functions due to size and budget constraints. A personnel committee will support the nonprofit’s chief executive with functions such as reviewing organizational policies and procedures, determining appropriate compensation levels and salary bands, and ensuring that the nonprofit’s chief executive receives an annual performance review.

Value of Board Members for Large Nonprofit Organizations

In a large nonprofit with paid staff that manages daily operations, the board of directors more frequently serves as a governing board rather than a working board. While the work of a governing board is very different from that of a working board, there are distinct benefits.

A governing board can focus on long-term planning and high-level oversight. This is helpful to ensure strategic growth and the nonprofit's long-term sustainability.

The primary way that a governing board does this is through supporting the organization’s strategic planning process. This process occurs every couple of years, is a significant undertaking, and requires board support and engagement to be successful.

A governing board is often still divided into committees, many of which are the same ones that we mentioned above. However, the scope of the work shifts from day-to-day management to bigger-picture governance. This can help empower the organization’s chief executive and leadership team to manage the organization independently.

There’s no hard and fast rule about the correct number of board members a nonprofit should have. It depends on things like organization size, specific field of work, and internal infrastructure.

So what does this mean for you? Read below to learn more about how to determine the best number of board members for your nonprofit’s size.

How Many Board Members Are Needed for a Small Nonprofit?

In a brand new nonprofit, or a very small nonprofit with a limited scope of work and purpose, it would be possible to function with the federal minimum of three board members.

However, in a small board, it is important to take note of board dynamics. With only three members, it may become possible for one or two members to dominate or intimidate the others, making it difficult for the board to conduct business.

Another factor to be aware of with small boards is board member burnout. In organizations with a working board, board members will be asked to take on multiple tasks (as unpaid volunteers). If a board member is asked to do too much or take too much time away from work, family, or their hobbies, they will become disengaged and burn out before their term limit is over.

For a small nonprofit, three is the absolute minimum number of board members that you should consider. Ideally, 3-5 members would be a great size; however, this is only a guide—you need to determine a number that works for your organization and its specific needs.

Note: Regardless of the size of your nonprofit board, don’t forget to determine your quorum and include it in your bylaws!

• What’s a quorum? It’s the minimum number of board members who must be present in order to conduct official business.
• Why is this important? Without a quorum, any votes or decisions that may be made at the meeting are invalid.
• How do you set a quorum? There’s no magic formula for determining what should constitute a quorum. Many state laws set a quorum as a simple majority of board members, but some allow organizations to determine their own quorum. For example, if you have 18 board members and your quorum is 40%, that means you need at least 7 board members present at each meeting to do business.

How Many Board Members Are Needed for a Medium-Sized Nonprofit?

In a medium-sized nonprofit, you will want to have enough board members to fill the three primary officer positions: President, Secretary, and Treasurer.

• The President of the board of directors presides over board meetings and helps the chief executive create the meeting agendas. This individual also acts at the primary contact for the board and helps to coordinate and facilitate all board activities.
• The Secretary is in charge of distributing the meeting agenda and recording meeting minutes. This individual should also ensure that all agendas and minutes are filed and stored for easy access at a later date and per the organization’s bylaws.
• The Treasurer oversees the organization’s financial condition by working closely with paid finance staff (Chief Finance Officer, Accounting Coordinator, etc.) and tracking income and expenses. The Treasurer will also help to coordinate and manage the organization’s annual audit, if one is required, and will distribute those findings.

A board for a medium-sized nonprofit might be moving away from the organization's day-to-day management in an effort to become a governing board. Establishing the three primary officer positions is a great first step in achieving this.

As your organization grows, medium-sized nonprofits should also consider instituting some board committees. To do this, you will need more than the minimum number of three board members. For a medium-sized nonprofit, you could aim for 5-7 board members which will allow you to fill the three critical officer positions and begin to establish subsequent committees accordingly.

How Many Board Members Are Needed for a Large Nonprofit?

If your nonprofit is large, has multiple programs, multiple funding streams, and successful fundraising activities, you will need more board members. Larger nonprofits often have more committees, and as such, more responsibilities for board members to absorb.

While a larger nonprofit will have a governing board versus a working board, there will likely still be a significant amount of fundraising, public relations, and governance work to do among the committees.

For nonprofits of this size and structure, 12-15 board members could be sufficient, but it may be necessary to have more depending on the diversity of the board’s skill sets and experiences.

It’s important to remember that if a board becomes too large, it will be difficult to conduct business as a single entity. When this occurs, the Executive Committee often becomes the decision-making group and the remaining board members become more passive, only giving approval when asked to vote on decisions during a board meeting.

This can lead to inequitable power dynamics and tension among board members. With a large board of directors, it’s important to ensure that the structure allows all members to participate in decision-making for the organization.

The ideal number of board members will vary based on factors like the size of your nonprofit, your organization's paid staff and infrastructure, and your board members' skill sets and abilities.

There is no one-size-fits-all recommendation for how to find the perfect number of board members. However, it is important to remember that all boards—small, medium, and large—can face challenges related to their size. Having the wrong size board can lead to disengagement, tension, inequity, and board member burnout.

We hope these insights help you determine the best number of board members for your organization’s specific needs!