Legal Question in Business Law in Massachusetts

Re: Board of Directors Vs. Executive Board

What do you think the differences are between your Executive Board and your Board of Directors?

Another way of asking the question is can you have a Board of Directors made-up primarily of the executives of the Non-Profit. Assuming you do not have many members, the answer is probably.

Please feel free to contact me without obligation to discuss this in more detail.

Re: Board of Directors Vs. Executive Board

Your question falls into the "what's in a name" category. The General Laws of Massachusetts, Chapter 180 which governs the formation of non-profit corporations requires your to have director(s).

You are allowed to have different classes of members with different voting rights, etc., but in the end you need some officers and you need some directors (they can be the same people).

It sounds like you are trying to apply the KISS method (keep it simple stupid) to your organization, and I think that is a great idea for a small group! So good for you for thinking this all through up front.

In short, you can certainly have an "Executive Board" and you simply need to report that Exec Board as your Board of Directors for filing purposes with the Secretary of the Commonwealth.

In short do not get too hung up on the formalities. Call things what you want but understand what the filing equivilent is. For example, You can call your coporate officer a "secretary" but in Massachusetts lingo s/he is the "clerk" You can call you President the "Head Dude" if you like, but on your corporate forms s/he is "President."

One important thing to note, is spend some time on your bylaws and make sure they explain how you really want to organize your group. Resist the temptation to grab a boiler plate set of bylaws and use them.

Good luck!