The Model Nonprofit Corporation Act states that regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. Special meetings of the board of directors shall be held with notice as prescribed by the bylaws. Attendance of a director at a meeting constitutes a waiver of notice, unless the director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Unless required by the bylaws, the business to be transacted at, or the purpose of, a regular or special meeting of the board of directors is not required to be specified in the notice or waiver of notice of the meeting.
Georgia Notice of a Regular Meeting of the Board of Trustees of a Nonprofit corporation
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FAQ
The IRS generally requires a minimum of three board members for every nonprofit, but does not dictate board term length.
A sole member structure is really appealing when an individual or corporation creates a new nonprofit and wants to retain long term control over the nonprofit's mission and activities. By making themselves the sole member, the founder can give themselves the power to appoint or remove board members.
The state of Georgia only requires nonprofit organizations to have one board member, but the IRS rarely provides tax-exempt status with less than three unrelated board members. It is recommended for nonprofits to have three to twenty-five board members depending on the size and purpose of the organization.
While nonprofit boards typically range anywhere from three to fifty members, there are a handful of roles and positions that are almost always assigned to different members of the board.
Two or more offices may be held by the same individual, except the president may not also serve as secretary or treasurer.
The simple answer is that most authors agree that a typical nonprofit board of directors should comprise not less than 8-9 members and not more than 11-14 members. Some authors focusing on healthcare organizations indicate a board size up to 19 members is acceptable, though not optimal.
Yes and no. In most states it is legal for executive directors, chief executive officers, or other paid staff to serve on their organizations' governing boards. But it is not considered a good practice, because it is a natural conflict of interest for executives to serve equally on the entity that supervises them.
Can the same person be the President, Secretary and Treasurer of a corporation? Yes. A single individual may simultaneously serve as President, Secretary and Treasurer. This is common in small corporations.
A director may be removed, without cause, as determined by a two-thirds vote of the Board present at any meeting at which there is a quorum. In addition, any member of the Board of Directors may be removed for a substantial cause by the majority vote of the Board present at any meeting at which there is a quorum.
