Q: Can non-profit bylaws specify "up to" a number of directors in WI?
I am in the process of starting a new 501(c)(3) non-profit corporation in Wisconsin and am working on creating the initial bylaws. Chapter 181.0103 mentions the number of Directors on a Corporate Board. Can the organization bylaws specify "up to" a certain number of directors, or must a specific number be stated?
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A:
In Wisconsin, under Chapter 181.0103, non-profit bylaws can specify an "up to" number of directors, but there are some important guidelines to consider. The bylaws can state a range, such as "up to 7 directors," giving flexibility to the board for expansion or reduction, as long as the total number falls within that range. However, the bylaws should also clarify how the number of directors is determined, whether by election or other procedures, to avoid ambiguity.
The law does not require that a specific number of directors be stated, but it is important that the bylaws clearly define how board members will be selected and the process for amending the number of directors. Be sure to include a mechanism for the board to adjust the number of directors if necessary, within the established range.
Having an "up to" number allows the organization to maintain flexibility in its governance structure as the needs of the non-profit evolve. If you're unsure, it might help to consult with someone experienced in non-profit law to ensure the bylaws comply with all applicable state and federal regulations.
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