Lesson 6 of 11

Board of directors and governance

A nonprofit is accountable to its purpose through its board, which is why board composition receives close attention.

Composition

State law sets a minimum number of directors, sometimes as low as one. In practice, organisations seeking 501(c)(3) recognition usually appoint at least three directors who are not related by family or business, because a board dominated by one family raises private benefit concerns.

Duties

  • Duty of care: make informed, attentive decisions
  • Duty of loyalty: act in the organisation's interest, not your own
  • Duty of obedience: stay within the stated purpose and the law

Officers

Most organisations appoint a president or chair, a secretary and a treasurer. Some states restrict one person holding multiple offices, so check before combining roles.

Want help with the paperwork?

You can incorporate and apply for exemption yourself using the steps in this course. If you would rather have support, Gullia Filing prepares and files your nonprofit incorporation, supplies compliant bylaws and conflict of interest policy, and obtains your EIN.