RCW 24.03A.505
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Sets the minimum number of directors a Washington nonprofit corporation must have. Public charities under IRC §509(a)(1)–(4) must have at least three directors; other nonprofit corporations (including most HOAs) may have one or more. The number may be increased or decreased by amendment to the articles or bylaws, but never below the statutory minimum, and a decrease cannot shorten an incumbent director's term.
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Statutory Text
Verified Apr 19, 2026 · LEG_WA_GOV
(1) A board of directors shall consist of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws. (2) The board of directors of any corporation shall consist of three or more directors if: (a) The internal revenue service has determined the corporation to be a public charity described in section 509(a)(1) through (4) of the internal revenue code; (b) The corporation has applied to the internal revenue service for a determination of exempt status through an application representing that the corporation is described in section 509(a)(1) through (4) of the internal revenue code; or (c) The corporation has applied to the internal revenue service for classification as an organization described in section 509(a)(1) through (4) of the internal revenue code. (3) The number of directors on a board of directors who are under 18 years of age may not exceed three or one-third of the total number of directors then in office, whichever is fewer. (4) A corporation described in subsection (2) of this section may have fewer than three directors if the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors. (5) The number of directors may be increased or decreased but to no fewer than one from time to time by amendment to, or in the manner provided in, the articles or bylaws. (6) A decrease in the number of directors may not shorten an incumbent director's term. [ 2021 c 176 s 2404 .] Notes: Effective date — 2021 c 176: See note following RCW 24.03A.005 .
Governance
| Ref | Requirement |
|---|---|
| (1) | Under WA nonprofit law, an HOA could legally operate with a single director — though virtually no HOA bylaws permit that. The HOA's own governing documents typically require 3, 5, or 7 directors, and that requirement is binding. |
| (2) | Some HOAs hold IRS public-charity status (rare but possible for HOAs primarily serving the broader public). Those need at least 3 directors; vacancies are tolerated only briefly while the HOA actively seeks replacements. |
| (3) | HOAs can have minor directors on the board but not more than one-third (cap at three minors total). Most HOAs are unaffected because their bylaws already require directors to be owners, and most owners are 18+. |
| (5) | An HOA can resize its board, but only through a formal amendment process — not by a casual board resolution. And a shrink cannot kick out a sitting director mid-term; the smaller size takes effect when terms expire naturally. |
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Legal references last verified May 23, 2026.
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