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Nonprofit Law/Non-Profit Organization - GA / 501c3


Hi Harvery, I have a couple questions here:  I tried to enter the questions through my account but it won't let me back in.  Thank you,

1.  For a small non-profit organization what a good number to start for the Board of Directors?

2.  Can Board of Directors serve as Officers also?

3.  Can family members serve as a voting Board Members? If so, how many?

Thank you,

1. I highly recommend that you have three directors who are unrelated by blood, marriage, residential address, or for-profit business relationships.

The IRS wants at least 3 unrelated directors for public charities and, in any case, the board should not be controlled by related persons. See:
which is denial of exemption based, in large part, upon the fact
that there was only one effective leader of the organization. At
the bottom of pdf page 4, the IRS indicates what I have found in
the past, i.e. that, when a organization files for public charity
status has only one director, the IRS sends out a notice
recommending that, to increase the possibility to gain exemption
determination, the organization add at least 2 other, unrelated
directors. That 2009 denial on the bottom of pdf page 5 cites to
Revenue Ruling 55-656, 1955-1 C.B. 262,"the control of one
person or a small, related group suggests that an organization
operates primarily for non-exempt private purposes, rather than
exclusively for public purposes."  The organization would then
have a burden to show that it is not operating for the benefit of
the sole director.

If you want a nonprofit corporation structure, see The Georgia Nonprofit Corporation Code, revised as of 2010 is which is available at:

as we see at section 14-3-101 "This chapter shall be known and may be cited as the 'Georgia
Nonprofit Corporation Code."

2.  Many small nonprofits that start-up only have a few people interested, so the Directors are often also officers,

3.  Yes, as long as they don't control the board by a majority.

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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