We are a non profit corporation in the state of Maryland , USA with 5 directors. 2 directors are out of USA and cannot continue as directors. We are planning to appoint 2 directors. What and how can we do that. Whether to pass minutes or resolutions?????????????
As with all non-profit organizations, your first priority should be to be sure that you do not stray from your mission and, in so doing, threaten your tax-exempt status. Whatever criteria you use to select your new directors, be sure they are in keeping with your mission statement, are not political in nature, and otherwise in compliance with the IRS' rules on tax-exempt organizations.
Regarding the actual process of appointing board members, you should refer to your organic documents, such as your articles of incorporation and your by-laws. If those documents do not lay out a process, consult an attorney to verify that the process you have selected is in keeping with the law.
You should also consider consulting an attorney to oversee this entire process to be sure that you do not risk your tax-exempt status.
DISCLAIMER: This is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed by this posting.
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