Sole Board Member Resigning

[malise]

If a board member resigns and he or she is the only officer left can he or she do this and leave the org. without officers? Also by law are non-profits suppose to have board insurance?

ANSWER: I have in my profile that this free forum is only for relevant IRS federal exemption issues of 501(c)(3) organizations. Your issue about a sole remaining board member resigning is controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, if you give me your state I may be able to direct you.

No state requires nonprofits to maintain insurance such as "D&O" insurance. Such insurance is discussed athttp://nonprofitrisk.org/library/articles/insurance0405.shtml Harvey Mechanic

Attorney at Law

[email protected]

---------- FOLLOW-UP ----------

I'm sorry I thought it was an open q&a forum.But thank you!! the state I'm in is california.. Again thank you so much

[Ulysses]

http://snipr.com/ay58c Starting at section 5002 is the California

Nonprofit Corporation's law and specifically starting at 5110 is

the law for Nonprofit Public Benefit Corporations. Section 5226 has "Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs."http://pages.citebite.com/t1f6u3o6e4tny

Certainly you would also need to look to the corporation's articles of incorporation and bylaws for anything that does not contradict state law.

You are very welcome.

Harvey Mechanic

Attorney at Law

[email protected]