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.
Nonprofits are governed by the board of directors. The size of the board of directors can vary. Board members of nonprofits are generally not paid, but they may receive any compensation that is allowed by the organization’s bylaws. 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.
The board is accountable for the policies of the organization and is given powers by the organizations’ Articles of Incorporation. The board’s work is coordinated by the chair and the board may organize itself into various committees responsible for carrying out different operations.
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.
Key positions include the president or CEO, vice president, secretary, treasurer and other chief officers depending on the size of the organization. They are supervised by the board of directors and oversee lower‑level staff positions. Typically, the president and other executive staff are the face of the organization. Officers are usually appointed by the board, not elected, and serve until they resign, die, or are removed by the board.
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