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What do we do if nobody runs for election at nonprofit?

Your Legal Questions Answered

What do we do if nobody runs for election at nonprofit?

If no members run for an office during an officer election, can two offices be combined without amending our bylaws? (Recording secretary, and corresponding secretary). Or should one office remain open and unfilled?  

You probably have a middle way.  Check your bylaws (or state nonprofit corporation law) to see whether the Board has the authority to fill a vacancy among the officers.  It normally has that power.  If so, the Board can either ask the member who was elected to one of the positions if they would be willing to serve in both positions or appoint another member to the vacant post.  I am not aware of any law that prohibits a person from holding more than one secretarial office at the same time, although some bylaws prohibit the same person from holding more than one position in certain situations, such as not being president and treasurer at the same time in order to provide an internal check and balance on the funds.

If you think this will be a chronic problem for your nonprofit, you can amend the bylaws later to have a single secretarial position.

Tuesday, May 31, 2022


In the last sentence of your answer, you mention some bylaws can prohibit the same person from holding President and Treasurer to provide an internal check. Would the same apply to one person being President and a spouse being treasurer. I have heard it is a bad practice but I have not found any IRS or or other rule prohibiting it. Our by-laws are silent on the issue.

If you are looking for a. check and balance, depending on the relationship between the spouses, you may or may not have protected yourself.  It is not a good idea.

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