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Nonprofit Law/501c3 question--death of founder



I am associated with a 501c3 organization (very small non-profit ministry) but have recently learned that my friend and founder has about 7 months to live.  His wife wants to continue the ministry but we are unsure how to proceed beings he pretty much did everything that did not require the board, (taxes etc.) We do have a board with 4 members but are unsure how to move everything to her as the head etc. Any advice on where to start?

Jeremy Wilson

ANSWER: I see you are from Texas.  Is the ministry a Texas Nonprofit Corporation?  If not, what type of entity is it?  After you give me that information 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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QUESTION: Yes this is a nonprofit corporation

The Texas Code sections for "Nonprofit Corporations" are available at and, right at the start we see:
--- Start of Excerpt ---
Sec. 22.001.  DEFINITIONS.  In this chapter:
(1)  "Board of directors" means the group of persons vested with the management of the affairs of the corporation, regardless of the name used to designate the group.
--- End of Excerpt ---

Many small nonprofits ignore the fact that the Board is responsible, under the law, for the actions of a corporation and they allow one person to run the organization, but that is not the proper way to run a nonprofit organization. Now the board has a chance to decide whether it wants to step up and manage the organization.  It does not have to do the day-to-day management though.  It needs to control the organization and can work through officers or other agents.  The board would work by having resolutions adopted. You wrote that the founder had handled the "taxes", but there should be no federal income taxes because you wrote that the ministry is a 501(c)(3) organization.

Links to Latest Published Form 990 Series Forms and Instructions are available at which explains which 990 series return to file.

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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