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State laws determine which officers for the board of directors are required. Boards can add officers and tasks if they choose to. For most nonprofits, the board elects officers among themselves. The bylaws typically decide whether the treasurer has to be a member of the board.
Directors make up the governing body of your nonprofit corporation and are stakeholders in your organization's purpose and success. You'll want to identify three, unrelated individuals to meet IRS requirements.
Specifically, they have to comply with three fiduciary duties: care, obedience and loyalty. If board members understand and embrace these responsibilities, they can fulfill those duties and hold their fellow board members accountable to do the same.
In most states the laws dictate the minimum size for nonprofit boards. Usually it is three, but in some states only one board member is required. Some boards function under a representational mandate; their composition needs to reflect the constituency, and this creates an upward pressure on the size.
Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the board of directors.
Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except that no person serving as the secretary, the treasurer, or the chief financial officer may serve concurrently as the president or chair of the board.
Every corporation incorporated in California must have a chairman of the board or a president (or both), as well as a secretary and a chief financial officer.
The Internal Revenue Service (IRS) requires that all nonprofits registered at the federal level maintain a minimum of three members on the board of directors. At the state level, requirements range from 1 to 5 board members.