Does a Nonprofit Report to the State When the Board Members Change?

By Mary Jane Freeman

State law determines whether a nonprofit must notify its state regulatory agency, usually the Secretary of State, of changes to its board of directors. Some states explicitly require notification of board member changes while others don't require notice at all.

Electing Board of Directors

A nonprofit organization is formed in much the same way as traditional corporations, with the only difference is that the nonprofit's purpose is for charitable, religious, educational or other similar purpose. Although state laws vary, the requirements for forming a nonprofit organization are similar and typically include filing articles of incorporation with the state and electing a board of directors. Some states require nonprofits to include the names of board members on the articles filed with the state.

Change in Board Members

Whether a nonprofit must notify the state when there has been a change to the board of directors, such as when new members have been elected or appointed, depends on state law. Some states, such as Massachusetts, Arizona, Texas and Florida, require nonprofits to notify the state of such changes, usually by filing an amendment to the articles, certificate of change of directors or officers, updated annual report, or similar document. Other states, like Delaware and Mississippi, don't require such notice. However, if a nonprofit was organized in a state that requires the names of a nonprofit's initial directors or officers on the original articles of incorporation, the nonprofit may need to file an amendment if board membership has changed since that time.

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