Nonprofit Corporations


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  • There is no requirement that a nonprofit corporation have members. If members are provided for, they may be legal (voting) members or non-voting members. If there are no voting members, all policy decisions are made by the board of directors.


  • The directors set major policy of the corporation but, in this capacity, do not operate the business on a daily basis. A nonprofit corporation generally cannot have just a single director.
  • Nonprofit corporation laws usually contain strict requirements and restrictions for any transactions between a director and the corporation where a director would be compensated or profit from the transaction other than any reasonable compensation for acting as a director.


  • Every state requires at least a president and secretary and most every state requires a treasurer or chief financial officer as well. While one person may fill more than one office position as in a business corporation, a single person generally cannot fill every office in a nonprofit corporation.
  • Officers are usually appointed by the board, not elected, as serve until they resign, die, or are removed by the board.

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