How to Add a Board Member to a Nonprofit

As your nonprofit grows, it’s likely you’ll eventually need to add members to your board of directors. Here’s what you should know.

How do I add a board member to my nonprofit?

There are two main reasons why you may want to add a board member to your nonprofit:

• Filling a vacancy when a board member steps down
• Expanding the size of your board

Either way, when you need to add a member to your board, the first step you should take is to consult your nonprofit bylaws. Your bylaws should contain your organization’s procedure for adding new board members. Typically, you’ll have to follow these basic steps when adding a new board member:

• Hold a meeting of the board of directors
• Draft a resolution to add a member
• Make sure you have a quorum (the minimum number of directors who must be present to hold an official vote, which should be specified in your bylaws)
• Pass the resolution (with majority approval)

You may also need to update your bylaws if the total number of directors in your nonprofit increases.

How many board members are required for a nonprofit corporation?

The minimum number of board members a nonprofit needs varies by state, but three is the most common number. You can specify in your bylaws the minimum and maximum number of board members for your nonprofit, as well as whether board members will have term limits and for how long.

Do I need to amend my nonprofit articles of incorporation when I add a board member?

It depends. Some states require the names of initial directors to be included in the nonprofit’s formation documents (called Nonprofit Articles of Incorporation in most states), whereas other states do not. If you had to include your directors’ names on your articles of incorporation, you will need to file an amendment with your Secretary of State (or equivalent state agency) when this information changes. However, if you did not have to include this information in your articles, you don’t need to file an amendment.

Do I need to contact the IRS when I add a board member to my nonprofit?

Not immediately. You do not need to contact the IRS when you add a board member. Instead, you will simply report this change when you file IRS Form 990, the annual tax return for nonprofits.

To learn more, check out Northwest’s Nonprofit Guide.