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VIDEO Q&A for Subscribers: August 2025
Ben and Mike answer questions from subscribers about the rights of members to access a membership organization's documents, whether small organizations should have an audit committee, addressing auditor findings, and balancing privacy concerns with reporting and disclosure requirements.
VIDEO Q&A for Subscribers: July 2025
Ben and Mike answer questions from subscribers about what to do when a capital campaign falls short of its goal, whether a 501(c)(3) organization can have only one Board member, getting back into compliance with the organization's investment policy, and whether unpaid internships raise conflict of interest issues.
Q&A #176 – Can a nonprofit appoint an interim Board Chair to replace a resigning chair?
An organization’s Bylaws and applicable state nonprofit corporation laws will determine whether a Board Chair can be appointed for less than a full term, but there is usually no restriction against appointing an “interim” Board Chair who serves on a temporary basis until a longer-term successor is chosen. However, it is important to be aware that interim directors and officers are subject to the same fiduciary duties and other responsibilities as other directors and officers.
VIDEO Q&A for Subscribers: February 2025
Ben and Mike answer questions from subscribers about how to navigate a financial environment in which grand funding is uncertain, whether people under 18 years old can serve on a nonprofit Board of Directors, whether membership dues are treated as donations or fees for services, and whether a last-minute item can be added to the Board meeting agenda.
VIDEO Q&A for Subscribers: January 2025
Ben and Mike answer questions from subscribers about how quickly a nonprofit Board of Directors must act to fill a vacant Board seat, how an organization can show a third party that it’s 501(c)(3) status is current and in good standing, the pros and cons of growing an organization through local chapters and affiliate structures, and the benefits of issuing an annual report for the general public to showcase an organization’s growth and successes.
VIDEO Q&A for Subscribers: December 2024
Ben and Mike answer questions from subscribers about implementing a CEO / Executive Director succession or transition plan, how to handle errors in an already-filed Form 990, planning for the possible loss in grant funding or a change in funding sources, and whether a person can old two officer positions simultaneously.
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VIDEO Q&A for Subscribers: July 2024 [SUBSCRIBERS-ONLY]
Ben and Mike answer questions from subscribers about the definition of cash basis accounting and its consequences, implications of Board term holdover language and legal remedies to hold organizations accountable for not following their Bylaws, the benefits of tracking volunteer hours and what this means for an organization’s Form 990 and financial statements.
Q&A #164 – What happens if all Board member terms have expired?
It is unlikely that a nonprofit organization’s entire Board of Directors would be nullified due to a failure to hold elections, since most state nonprofit corporation statutes provide that Board service generally continues past the expiration of the Board member’s term until the Board member’s successor is elected and takes office. In the unlikely event that an organization truly has few or no Board members left to take action, there are often other mechanisms available under state law to reconstitute the Board or petition a court to appoint a legal representative.
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VIDEO Q&A for Subscribers: June 2024 [SUBSCRIBERS-ONLY]
Ben and Mike answer questions from subscribers about the responsibility of a Board of Directors to fill vacancies and how vacancy appointments count towards term limits, the Board's responsibilities regarding the use of large unexpected gifts and bequests, whether Board service can be reported as an in-kind contribution, and the distinction between policies and procedures that apply to Board and the staff.
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The Importance of Keeping Records of Board and Officer Terms [SUBSCRIBERS-ONLY]
Corporate recordkeeping is an area where nonprofit organizations often fall short of best practices. One common pitfall is the failure to maintain a list of the current Board member and Officer terms of office with precise start and end dates. This oversight seems small but can have very significant consequences, especially when an internal dispute arises.
Five Nonprofit Bylaws Issues That Are Often Overlooked
All nonprofit organizations should regularly review and assess their Bylaws to ensure this key governing document complies with the law and is optimally aligned with the organization’s governance needs and operational practices. The following are five common Bylaws oversights to look for when doing your organization’s next Bylaws review.
Q&A #136 – Is good cause required to remove a nonprofit Board member?
A nonprofit organization’s Bylaws generally determine whether “cause” is required to remove a Board member and, if so, what type of conduct or inaction constitutes cause for removal. The applicable state nonprofit corporation statute may have some rules and guidelines related to the removal of directors, but these laws usually defer to the organization’s Articles of Incorporation and Bylaws, so checking your own governing documents is always the first step.
Q&A #119 – Are officers of a nonprofit required to be Board members?
Whether the officers of a nonprofit organization are required to be Board members is determined by the organization’s Bylaws. Many organizations specify in their Bylaws that officer positions such as the President, Secretary, Treasurer must be filled by Board members (hence the common but potentially misleading term “Board Officer”). However, it is also common to have Bylaws that allow officers to be appointed from outside of the Board such as from senior management staff positions.
Q&A #115 – Are nonprofit Board members required to be U.S. residents?
There is no requirement under the federal tax laws governing United States 501(c)(3) and other tax-exempt organizations that Board members be U.S. residents or U.S. citizens. Similarly, I am not aware of any state nonprofit corporation statute that imposes such a requirement. However, since the organization will be based in the U.S., it would be prudent to have at least some Board members and officers who maintain a permanent residence in the U.S. to deal with operational and compliance matters.
Q&A #107 – Should a majority of a nonprofit’s Board members be independent?
While it is not necessarily a bad thing to have some non-independent members on the Board of Directors of a nonprofit organization, it is important for both perception and governance reasons to ensure that a majority of the Board members are “independent” as defined in Part I, Line 4 and Part VI, Line 1b of the Form 990.