Non-legally-savvy individual in Pennsylvania (PA) in the U.S. here. I've been learning a little about nonprofit corporations recently, and have had trouble finding a definitive answer to the question:
How many people must be on the board of directors of a U.S. nonprofit organization?
I understand this is ill-defined and state dependent; to be more precise, I'm most interested in finding out:
- What is the minimum number of distinct people that are required to be on the board of directors at the time of filing of incorporation documents for a PA nonprofit corporation?
- What is the minimum number of distinct people that are required to be on the board of directors by the IRS at the time of a nonprofit corps. 501(c)(3) application (in order to possibly be granted status)?
I'm mainly interested in the minimum number of people, so if e.g. three "titles" or "positions" are required on the board in PA, but they can all be filled by one person, I am trying to ask the question whose answer would be 1 in that case.
I'm interested in the answers to these questions, but only insofar as those answers can be justified by:
- Official documentation or guidance from the IRS or PA government
- State or federal laws or
- Relevant cases that might motivate a suggested de facto answer.
For context, I've tried to search for the answer to these questions, and mostly found via google a slew of articles, blog posts and tutorials written by independent non-government sources, and from those sources I've found a few different answers, even among the reputable-looking sources. I'm looking for evidence that can make one confident that a particular answer is correct, if such an answer exists. The closest I have come is finding official-ish looking sources that mention the issue, but don't stipulate an exact requirement.
- This handbook from the PA attorney general's office: https://www.attorneygeneral.gov/wp-content/uploads/2018/02/nonprofitbooklet.pdf says
In order to avoid the appearance of impropriety, it is best not to give one individual too much control over the corporation. [...] A corporation may have as many officers with as many different titles as it deems necessary.
which suggests an nonprofit corp. with one board member might come under scrutiny or be frowned upon. However, it's unclear to me what relation this document has to the actual law, aside from of course reflecting the opinions of one individual who is involved with upholding it in practice.
- This document: https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15&div=0&chpt=57 seems to reference part of PA state law (but maybe I've been duped and this is just some person's website...), and Subchapter C Section 5723. seems to explicitly discuss my question. It states:
The board of directors of a nonprofit corporation shall consist of one or more members. The number of directors shall be fixed by or in the manner provided in the bylaws. If not so fixed, the number of directors shall be the same as that stated in the articles or three if no number is so stated.
Which seems to suggest 1 director may form a perfectly valid board for a PA nonprofit corporation.
I have not found the official documentation or guidance for any relevant IRS regulations pertaining to 501(c)(3) status, only third parties claiming various things about what that guidance is.
Any help on these questions would be much appreciated!