Legal Question in Business Law in New Jersey

Non Profit Corporation Board of Directors

A non-profit business association registered in New Jersey is threatening litigation against a New York registered non-profit business association, of which I am president. The board of directors of the New York corporation manages the activities of its only employee, the executive director. The previous executive director has formed her own non-profit business association in New Jersey. Her counsel is threatening litigation against us in the name of the New Jersey non-profit. He states that only the executive director is responsible for actions of that corporation There is what he calls a �Board of Advisors,� of which he is also a member. He claims this �Board of Advisors� has no legal responsibility or part in any legal action taken on behalf of the corporation, and that only the executive director is able to represent the corporation. My question is: Does New Jersey law permit one person to hold all office and employment positions of a non-profit business association without any legal requirement to have a board of directors?


Asked on 12/13/03, 4:40 pm

1 Answer from Attorneys
Walter LeVine Walter D. LeVine, Esq.

Re: Non Profit Corporation Board of Directors

NJ law allows for a one-man corporation, so that one person can fill all positions. Traditionally, in non-profit corporations there is a Board of Directors (usually 3-5 members) but one person may fill all corporate offices. You would have to get a copy of the Certificate of Incorporation and By-Laws (obtainable as part of litigation discovery) to determine what they provide.

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Answered on 12/18/03, 11:07 am


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