Legal Question in Business Law in Massachusetts

Re: Board of Directors for a non profit organization

Short answer: yes.

Your five members can be the Board of Directors. You will also need to name three officers (can be the same people as on the Board).

Depending on the purpose of your organization, you will have quite a bit to consider upon formation. In general, you need to file with the Sec. of State's office articles of organization. You will also want to include in that filing some very specific stipulations that will protect your directors and officers.

Additionally, you will need to file for an EIN number with the IRS. You may also need to file form 1023 with the IRS, and you will need to determine who in general will take care of your ongoing IRS filings, 990s, etc. There are also some additional filings you will need to make with the MA DOR, and possibly the Attorney General's office.

You will also need to create by-laws and take some initial actions in order to open bank accounts, and conduct business in general.

If you would like to discuss this further, please feel free to contact me

~ Tom Flynn

Re: Board of Directors for a non profit organization

Echoing the answer already posted, your organization will need to be an appropriate legal entity, assuming that you are seeking charitable status. So, the simple answer would be "yes."

Going beyond that, however, you should also consider whether your charitable purposes could be accomplished as a subunit of an existing charity, which would provide certain economies with regard to overhead, including legal expense, accounting expense, fundraising costs, etcetera. There are limited amounts of charitable funding around, so think carefully whether you could carry out your charitable goals as a comittee of a larger charity.

Otherwise, you will need to go through the steps indicated in the other email, including formation of a nonprofit corporation with articles of organization (including provisions to protect officers and board members, and provisions required by the IRS and Mass AG's concerning conflict of interest, no personal inurement in excess of fair value for services, disposition of assets to another charitable organization upon dissolution, etcetera), drafting appropriate bylaws, and registration and annual reports with the Commonwealth and IRS as required by law.

Please feel free to contact my office if you need further assistance.