State law determines whether a nonprofit must notify its state regulatory agency, usually the Secretary of State, of changes to its board of directors. Some states explicitly require notification of board member changes while others don't require notice at all.
Electing Board of Directors
A nonprofit organization is formed in much the same way as traditional corporations, with the only difference is that the nonprofit's purpose is for charitable, religious, educational or other similar purpose. Although state laws vary, the requirements for forming a nonprofit organization are similar and typically include filing articles of incorporation with the state and electing a board of directors. Some states require nonprofits to include the names of board members on the articles filed with the state.
Read More: How to Sue a Nonprofit's Board of Directors
Change in Board Members
Whether a nonprofit must notify the state when there has been a change to the board of directors, such as when new members have been elected or appointed, depends on state law. Some states, such as Massachusetts, Arizona, Texas and Florida, require nonprofits to notify the state of such changes, usually by filing an amendment to the articles, certificate of change of directors or officers, updated annual report, or similar document. Other states, like Delaware and Mississippi, don't require such notice. However, if a nonprofit was organized in a state that requires the names of a nonprofit's initial directors or officers on the original articles of incorporation, the nonprofit may need to file an amendment if board membership has changed since that time.
- Nonprofit and Fundraising Resources: Nonprofit Board of Directors
- IRS: Exempt Purposes - Internal Revenue Code Section 501(c)(3)
- Texas Secretary of State: Form 802, Periodic Report - Nonprofit Corporation
- Secretary of the Commonwealth of Massachusetts: Certificate of Change of Directors or Officers of Non-Profit Corporations
- Arizona Corporation Commission: Frequently Asked Questions
- Florida Department of State, Division of Corporations: Articles of Amendment
- State of Delaware: Certificate of Incorporation for Exempt Corporation
- Mississippi Secretary of State: Business Services | Non-Profits
Based on the West Coast, Mary Jane Freeman has been writing professionally since 1994, specializing in the topics of business and law. Freeman's work has appeared in a variety of publications, including LegalZoom, Essence, Reuters and Chicago Sun-Times. Freeman holds a Master of Science in public policy and management and Juris Doctor. Freeman is self-employed and works as a policy analyst and legal consultant.