Board of Directors Requirement for (c)3’s

Dear Kim,

A community garden incorporated as a 501 (c)3 in New York State does not presently have a board of directors. Is such an organization required to have a board of directors?
—Good at Flowers, but not the Law

Dear Flowers,

Yes, any (c)3 is required to have a board of directors. Since you don’t have one presently, from the point of view of the Internal Revenue Service, you have the most recent one that they know about, which may well be the people that were listed as board members when you were incorporated or applied for (c)3 status. I am imagining that your budget is under $25,000, which means that you do not have to file a 990 with the IRS, and, in very practical terms, means that you are flying pretty much below the radar. You will want to dig out your by-laws to see how the board members are selected and I would suggest putting together a new board sooner rather than later. If you aren’t sure that you have by-laws, then the only copy of them might be found among your incorporation paperwork or (c)3 application. Board members do accept fiduciary responsibility for the organization, so being a board member is not a light or frivolous commitment. Perhaps the people who have been tending the garden could become the new board. Good luck.
—Kim