What is required to have an appropriate board structure in a tax exempt entity?
· A minimum of 3 individuals are required by most states to govern a non-profit corporation, and is considered best practice with the IRS in states that allow fewer to satisfy governance structure.
· State corporate law requires at least a “President” and “Secretary” of the Board of Directors. These two officers cannot be the same person. Some states do require a Treasurer position as well.
· Best practice in a public charity is to have a majority, 51% or more, of the board be unrelated by blood, or marriage, or business relationships (partnerships or employer/employee). This is necessary if any related persons have a financial interest. Also, a majority of the board of directors needs to remain uncompensated or financially interested in any way with the organization to ensure arms distance decision-making to avoid private benefit.
· Definition of Relationships between your officers, directors, or trustees. “Related” refers to both family and business relationships.
· “Family relationships” include the individual’s spouse, ancestors, children, grandchildren, great grandchildren, siblings (whether by whole or half-blood), and the spouses of children, grandchildren, great grandchildren, and siblings.
· “Business relationships” include employment and contractual relationships, and common ownership of a business where any officers, directors, or trustees, individually or together, possess more than a 35% ownership interest in common. “Ownership” means voting power in a corporation, profits interest in a partnership, or beneficial interest in a trust.
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