Nonprofit Directors & Officers
All corporate powers shall be exercised by or under the authority of, and the affairs of the corporation are managed under the direction of, its directors.
Directors may be called something else, within your organization, common examples include trustees, governors, elders, etc.. However, regardless of what your organization chooses to call these individuals, for the purposes of State registration, they would be listed as "directors" in State records.
Each nonprofit must appoint and maintain a board of directors consisting of a minimum of 3 individuals, and must declare all of these directors to the Vermont Secretary of State, then must update this information with the Secretary of State whenever this information changes through the filing of its Biennial Report, if currently due; or if not, by Business Amendment.
The nonprofit's bylaws may authorize one or more persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
For more information on Vermont Laws regarding nonprofit directors, please see the following:
- 11B V.S.A. Ch. 8, SubCh. 1: "Board of Directors"
- 11B V.S.A. Ch. 8, SubCh. 2: "Meetings And Action Of The Board"
- 11B V.S.A. Ch. 8, SubCh. 3: "Standard Of Conduct"
- Unless otherwise provided in its articles or bylaws, a nonprofit must have a president, a secretary, a treasurer and such other officers as are appointed by the board. 11B V.S.A. § 8.40(a).
- The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the nonprofit. 11B V.S.A. § 8.40(b).
- While many nonprofits appoint more than these four officers, and may use different titles for each — for state registration purposes, each appointed officer will be listed by one of the four titles above, or as "other officer with decision making authority" in our online database.
- Two or more "co-presidents" may each be listed as "president" or "other officer with decision making authority" in our online database.
- Assistant secretaries may be listed as either "secretary" or "other officer with decision making authority."
- Chief financial officers (CFOs) may be listed as "treasurer" or "officer officer with decision making authority."
- Post Commanders may be listed as "president" or "other officer with decision making authority."
The same individual may hold more than one office in a corporation at the same time;
Exception: The same person may not hold the offices of president and secretary at the same time.
While nonprofits are not required to appoint officers, nonprofits are expected to declare all officers appointed to the Vermont Secretary of State, and must update this information with the Secretary of State whenever this information changes through the filing of its Biennial Report, if currently due; if not - through a Business Amendment.
For more information on Vermont Laws regarding nonprofit officers, please see the following: