Appointing a Board of Directors for Your California Nonprofit
A board of directors plays a vital role in providing governance, strategic direction, and oversight to your California nonprofit. Your nonprofit’s board of directors acts as a fiduciary, ensuring the organization operates in the best interest of its stakeholders and fulfills its mission while upholding legal and ethical standards. Individuals serving as directors have specific and important legal responsibilities to your nonprofit and should be selected with care. Although selecting the right board of directors for your California nonprofit can feel daunting, we’ve broken the process down into three easy-to-follow steps.
While it is possible to form a California nonprofit on your own, consulting with an attorney or legal professional experienced in nonprofit law is advisable to ensure compliance with all relevant requirements.
The expert attorneys at Ambika Law, PC are ready to help.
Step One: Learn About the Legal Responsibilities of Directors
Individuals serving as Directors on your California nonprofit’s board of directors have legal duties and responsibilities to your organization. Before you can select the right individuals to serve as Directors, you should first understand these obligations.
You can learn more about the specific duties of your organization’s board of directors and its members through these resources:
Board Roles and Responsibilities National Council of Nonprofits
The Guide to Board Member Roles and Responsibilities BoardSource
Directors play an important role in ensuring your California nonprofit operates in compliance with applicable laws, regulations, and ethical standards. The right individuals will help your organization fulfill its mission, maximize its impact, and build a lasting legacy. Working with an attorney experienced in nonprofit law can help you better understand the specific duties for your California nonprofit’s directors and ensure you select the right individuals to help your organization succeed.
Step Two: Determine the Size of Your Board of Directors
Although current California law allows for nonprofits to have a board of directors with only one Director, this structure may cause complications when filing with the IRS for 501(c)(3) status. We recommend that most California nonprofits choose at least three Directors for their organization’s board of directors.
When choosing the size of your nonprofit’s board of directors, keep the following in mind:
Strive for a board size that strikes a balance between meaningful representation and efficient decision-making
Consider the engagement level and commitment of board members, ensuring you have enough committed individuals who can dedicate the time and effort required to fulfill their responsibilities.
Aim for a board composition that encompasses a diverse range of skills and experiences relevant to the nonprofit's needs.
We recommend limiting your total board size to no more than 25 members. Selecting an odd number of Directors for your California nonprofit’s board may also help to streamline decision-making and resolve disputes. An experienced attorney can help you determine the best board size for your organization’s unique needs.
Step Three: Appoint Your Board of Directors
A board of directors serves a variety of roles for your California nonprofit, including fundraising and outreach. To help ensure your organization’s success, be sure to select individuals who are capable and willing to undertake the legal responsibilities of serving on your nonprofit’s board. In addition, consider each individual’s connections and experience and how they can help your nonprofit achieve its goals and fulfill its mission. Before appointing individuals to your board of directors, we recommend having them review and sign an agreement that clearly outlines their responsibilities and your expectations.
An example agreement can be found here:
Sample Conduct Policy for Board Members National Council of Nonprofits
Be sure to collect contact information for each board member to include when submitting required paperwork for your organization. An attorney experienced in nonprofit law can provide additional guidance on the specific information and documents you’ll need to collect from each Director to form your board of directors officially.