Directors and Officers of the Non-Profit Corporation
Directors are responsible for the management and operations of a nonprofit corporation. Nonprofit directors can serve with or without compensation. If you decide to compensate directors, remember that compensation must be deemed "reasonable" by the IRS. Directors are under the same constraints of duty and care for a nonprofit corporation as they are for a "profit" corporation.
Most states require three (3) directors. Some states require only one, includingCalifornia
Colorado
Delaware
Georgia
Iowa
Kansas Michigan
Mississippi
Nevada
New Hampshire
North Carolina
Oklahoma Oregon
Pennsylvania
Virginia
Washington
However, when submitting a 501(c)(3) application or other type of tax exempt application, keep in mind that the IRS generally likes to see an independent, financially disinterested board - which is why the IRS usually requires at least three (3) distinct individuals to serve on the board of directors. It also helps if the directors are experienced in non-profit or business affairs. But don't worry if you initially only have one (1) director. You'll have an opportunity to select additional directors at a later time.
The officers of a non-profit corporation run the day-to-day activities. Every non-profit corporation must have a President, Treasurer and Secretary. Please note that in some states, one person may hold every office. In others, one person may hold up to two offices, but cannot be both the President and the Secretary.
The states where one person may hold every office areArkansas
Delaware
Florida
Georgia
Iowa
Illinois
Hawaii
Kansas
Kentucky
Massachusetts Maine
Michigan
Minnesota
Missouri
Mississippi
New Hampshire
New Jersey
Nevada
North Carolina
Ohio Oklahoma
Oregon
Pennsylvania
South Carolina
Texas
Utah
Virginia
Wyoming
http://www.legalzoom.com/law_library/non-profit/Directors-and-Officers-of-the-Non-Profit-Corp.html
