Resignation Officer With Director In Pennsylvania
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FAQ
Changing officers of a corporation involves filing the articles of incorporation while adhering to California state codes. Directors add officers formally at an annual directors meeting but can do so at any time within the scope of the bylaws.
The board of directors appoints officers. The board also proposes certain extraordinary corporate matters such as amendments to the articles of incorporation, mergers, asset sales, and dissolutions.
Officers of a corporations can be amended by filing Articles of Amendment with the state of formation. Before doing so the board of directors needs to have a meeting and vote on the new officer to replace the old one, and have it reflected in the minutes of that meeting and entered into the bylaws of the corporation.
You simply resign. Submit a written statement to the board of directors informing them of your resignation and its effective date. Resigning won't cut off anyone's right to try and sue you for wrongful acts you committed while you were an officer.
NOTE: Corporations may update names of corporate officers electronically through myPATH at mypath.pa. Provide the business name, Federal Employer Identification Number (FEIN), Account ID, Department of State entity number, and business address. Complete all fields for each corporate officer.
Pennsylvania is an at-will employment state, which means that in the absence of a written employment or collective bargaining agreement, either the employer or the employee may terminate employment for any reason that is not contrary to law. Stumpp v. Stroudsburg Mun.
The most common nonprofit board member positions are a president (also called the chairperson), vice-chair, secretary, and treasurer. A president, secretary, and treasurer are the mandatory positions, but many nonprofits also have a vice-chair.
The Directors are the individuals who serve on your organization's Board of Directors. The state of Pennsylvania requires a minimum of one director but encourages at least three. If you plan to apply for tax-exempt status with the Internal Revenue Service (IRS), you will need at least three directors.
You'll want to identify at least three board members to meet IRS requirements. Pennsylvania law requires every nonprofit corporation to have a President, Treasurer, and Secretary (i.e. officers who perform comparable duties) and a single person may hold all three offices.
The resignation need not be accepted by the board for it to be effective. In addition, the company will have to lodge a prescribed notice of the director's vacation of office (whether by resignation or otherwise) with the Registrar within one month of a person ceasing to be a director of the company.
