I am not aware of any state nonprofit corporation law that requires all directors to be residents of the state of incorporation.  It makes sense to have directors meet in person when holding their meetings, but many national organizations have directors from various parts of the county and many directors can participate by phone even when not able to come to a specific meeting.  You want directors who are diverse and can move the organization forward.  Geographic criteria are only part of the picture.  (See Ready Reference Page:  “”Boards Should Build Diversity For Maximum Performance.”)