Kentucky Members General Proxy For Meetings of the Members of a Nonprofit Corporation

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A shareholder has the right to authorize another to vote the shares owned by the shareholder. This is known as voting by proxy.

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FAQ

In all probability, no. Unless your state nonprofit corporation law provides specific statutory authority for proxy voting by directors (and only a few provide some limited authority to do so), the general rule is that directors may not vote by proxy.

A: While not required by federal law, many states have residency requirements for a corporation's board members. No states require that all board members live in the state of incorporation, only the registered agent is required to live in-state.

By Brad Caftel bcaftel@insightcced.org August 2008 Page 2 The California Nonprofit Corporation Law defines a "member" as any person, including a corporation, who pursuant to the corporation's articles or bylaws has the right to vote for the election of one or more directors, or the disposition of the corporation's

Two or more offices may be held by the same individual, except the president may not also serve as secretary or treasurer.

The IRS generally requires a minimum of three board members for every nonprofit, but does not dictate board term length. What is important to remember is that board service terms aren't intended to be perpetual, and are typically one to five years. Service terms must be outlined in the nonprofit bylaws.

A member of a not for profit corporation is a person who has been admitted into membership in the corporation. The definition of person includes both individuals (i.e. human beings) and corporations. There can be multiple classes of membership (e.g. regular, student, honorary, etc.)

A nonprofit organization is not owned by the people who start it, nor their successors in leadership. These individuals operate in a position of trust and accountability for the public at large, who, via government, allow nonprofits to operate exempt from the taxes that for-profit businesses must pay.

Pursuant to section 1.002(53) of the Texas Business Organizations Code, a member of a nonprofit corporation is a person who has membership rights in the nonprofit corporation under its governing documents. Members of a nonprofit corporation are similar to shareholders of a for-profit corporation in that both

An observable difference, however, is that the title Executive Director is most commonly used in nonprofit organizations, while CEO is a well-known term for the head of a for-profit company. It is not uncommon for the two titles to be referred to as equivalents in different sectors.

Officers: A president, a secretary, a treasurer and such other officers as are appointed by the board. Except in the case of religious corporations, any two or more offices may be held by the same person, except the offices of president and secretary.

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Kentucky Members General Proxy For Meetings of the Members of a Nonprofit Corporation