Florida Statute 617.0803
“Number of directors”
ch. 2026-168 (effective July 1, 2026). Lowers the general minimum board size from three directors to one; corporations exempt under section 501(c)(3) must still have three or more.
What it means
A Florida nonprofit corporation's board of directors must consist of one or more individuals, as specified in or fixed in accordance with the articles of incorporation or the bylaws, as amended.
The exception is a corporation exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code. Its board must consist of three or more individuals.
Chapter 2026-168, effective July 1, 2026, changed this section. The earlier text set the general minimum at three directors. The 2026 text sets it at one and keeps three for 501(c)(3) corporations.
- The board must consist of one or more individuals, as the articles or bylaws specify (§ 617.0803).
- A corporation exempt under 501(c)(3) must have three or more individuals on its board (§ 617.0803).
- The number is specified in, or fixed in accordance with, the articles or bylaws, as amended (§ 617.0803).
- The general minimum changed from three to one by ch. 2026-168, effective July 1, 2026 (§ 617.0803; ch. 2026-168, s. 41).
Text of the statute (2026)
A board of directors must consist of one or more individuals, as may be specified in or fixed in accordance with the articles of incorporation or the bylaws, as may be amended, except that a corporation that is exempt from federal income taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, must have a board of directors that consists of three or more individuals.
Excerpts are the subsections the summary relies on. Read the full official text of § 617.0803.
History. s. 40, ch. 90-179; s. 41, ch. 2026-168.
How it applies
Section 617.0803 sets the minimum size of a nonprofit corporation's board; the articles or bylaws set the actual number. Governing documents written when the minimum was three may still specify three or more directors, and the documents control the number so long as it meets the statutory minimum. For a corporation exempt under section 501(c)(3), the statute requires at least three individuals on the board regardless of what the documents say.
Where this shows up
Pages on this site where § 617.0803 does real work:
Questions people ask
Sources
- Florida Statutes (2026), section 617.0803 (Full text: "must consist of one or more individuals"; 501(c)(3) corporations "three or more individuals".)
- Chapter 2026-168, Laws of Florida, section 41 (Amends s. 617.0803; section 190: "This act shall take effect July 1, 2026.")
Last checked: October 17, 2026
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