The administrative makeup of a nonprofit corporation will be familiar to most people. Nonprofit corporations have boards of directors, corporate officers, maybe committees, possibly members, usually employees, and inevitably volunteers.

Board of Directors

While North Carolina states that your nonprofit board needs only one member, good governance suggests that a tax exempt organization should have at least five directors and an odd total membership number to avoid deadlock.

Board members should not be paid for their services. A good board is diverse and independent. Members should bring expertise, experience, and energy to your organization.

Board Officers

Most nonprofits have a Chairman, Vice-Chairman, Secretary, and Treasurer as board officers. A Board Chairman is elected or appointed to preside at all meetings of the board. The Vice-Chairman presides when the Chairman is unavailable. The Secretary keeps the board’s minutes and is irresponsible for the books, records, and papers of the nonprofit. The Treasurer manages the nonprofit's finances.

President/Executive Director

The Executive Director, sometimes called the President,  is the chief executive officer of the nonprofit and is primarily responsible for the implementation of board policies. The Executive Director manages the day to day operation of the nonprofit. Staff report and work under the Executive Director.

Members

Members are individuals who vote to elect your organization‘s board of directors. Members are not shareholders. They have no right to corporate income nor can they share in corporate assets on dissolution. One of the first administrative choices a nonprofit must make is whether it be a membership organization.

If you choose not have members, your organization‘s board will be responsible for the election of new directors and the filling of board vacancies.