Q: Who can serve on my BOD - can it just be me?

In most states, you’ll at least want a president, a vice-president, a secretary and a treasurer or a secretary/treasurer.  

Most states will require at least 3 (three) individuals at a minimum.  So with 4 (four) officer positions on your board, that means one person can serve as both the Secretary and the Treasurer, if you only have 3 individuals.  The President should not also serve in any other Board position.  The other thing you will need is the addresses of each of your officers and members-at-large.  You should note that in MOST states, they will require the HOME address of your officers - you cannot use your organization or an office address for such individuals. So be sure to get that information from your BOD.  Again - this is MOST, but not all, states, so if you’re not sure - call your state to ask!

So those rules were state-specific, now let’s review the basic rules for the IRS, with respect to BOD officers.  According to the IRS, unless absolutely necessary, your officers should not be related, they should not live in the same household, nor should they live in a different state from the location of the organization’s primary delivery of services location.  So when forming your board, try to not include persons who are related and/or living in the same household.  Additionally, you should make sure officers are not “disqualified” individuals.

Disqualified individual, for purposes of the requirements regarding the formation of a gov­erning body and officers of your exempt operating foundation, means they should NOT be any of the following:

  1. A substantial contributor
  2. An owner of more than 20 percent of--
    1. The total combined voting power of a corporation,
    2. The profits interest of a partnership, or
    3. The beneficial interest of a trust or unin­corporated enterprise, which is a sub­stantial contributor to the foundation, or
  3. A member of the family of any individual described in (1) or (2).
  4. Have any indirect ownership of stock in a corporation, profits interest in a partnership, or beneficial interest in a trust or unincorporated enterprise is taken into account for determining a disqualified individual under (2) above, according to the rules explained under Attribution of ownership.

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