This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Oregon Member's General Proxy for Meetings of the Members of a Nonprofit Corporation
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How to fill out Member's General Proxy For Meetings Of The Members Of A Nonprofit Corporation?
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FAQ
Two or more offices may be held by the same individual, except the president may not also serve as secretary or treasurer.
Unless otherwise prohibited by the bylaws, a person can usually hold more than one office in a nonprofit organization. It is not unusual in a small organization for the same person to serve as both secretary and treasurer, for example.
A conflict of interest occurs when a director, officer, key employee, or other person in a position to influence the nonprofit (an insider) may benefit personally in some way from a transaction or relationship with the nonprofit organization that he or she serves.
Board directors are not employees and instead have a unique legal status with respect to corporations. Board directors are typically compensated for their service through stipend, equity, or both. Board directors also clearly perform a service for the corporate entities that appoint them.
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 nonprofit can have a president/CEO and an executive director if the organization maintains a specific structure. For example: President/CEO who has full authority for operations.
Board members are not considered employees of the organization, even though they may be compensated for participation on retainer or with per-meeting fees. Board members are typically outside experts and leaders who hold full-time positions of leadership outside in their chosen profession.
Directors and officers who are paid by a nonprofit must be classified for payroll and other tax purposes. They can either be employees or independent contractors. The nonprofit must withhold and pay payroll taxes to the IRS for employees. There is no such requirement for independent contractors.
Can my board of directors contain family members? Yes, but be aware that the IRS encourages specific governance practices for 501(c)(3) board composition. In general, having related board members is not expressly prohibited.
