Nonprofit Law/Members


I know that tax-exempt nonprofits must have 3 directors.  Is there a minimum number of members?  It seems like if there is just one member then functionally they could use the directors as proxies to exert total control since they would unilaterally "elect" them.

Also, does NC have any of the complications of the Model Nonprofit Corporation Act?  I know that the red tape of that model law has kept many corporations from electing to be membership organizations.

I have in my profile that this free forum is only for relevant IRS federal exemption issues of 501(c)(3) organizations.

Your issues are controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, I may be able to direct you.

First, there is no requirement that nonprofits have 3 members on their governing board.  Chapter 55A of the North Carolina Code, the North Carolina Nonprofit Corporation Act, on the site is available at and, specifically, see 55A-8-03 which provides, "(a)A board of directors shall consist of one or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws."

Therefore, I don't know how you concluded, "that tax-exempt nonprofits must have 3 directors".  If you give me the URL, I will reply further.

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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