Starting a Nonprofit

5. Choose Your Board

After your nonprofit corporation is formed, your incorporator needs to appoint a Board of Directors by signing a written consent. The members of the organization’s initial Board of Directors no longer have to be named in the Articles of Incorporation (although it is still a requirement in some other jurisdictions, naming directors in the Articles of Incorporation is no longer a requirement in Pennsylvania). This written consent of the Incorporator should be filed in the organization’s minute book. Download our template Incorporator’s Consent for your organization’s minute book.

A minute book is a document file (or binder) containing the formal written record of a nonprofit corporation’s corporate actions – it contains all of the board meeting minutes, the resolutions and written consents of the organization’s board of directors, the organization’s Articles of Incorporation and Bylaws, as amended, plus all board-adopted policies. For guidance on how to keep meeting minutes, see our Template for Keeping Nonprofit Meeting Minutes.

Board members must generally be 18 years old, and they need not be Pennsylvania residents. Board members also do not have to be U.S. citizens or U.S. residents. Organizations may set their own qualifications for Board membership.

For your Board orientation, check out our Governance & Annual Compliance Resources (coming soon). See also our sample Board Service Agreement and an Overview of the Fiduciary Duties of Board Members of Pennsylvania Nonprofit Corporationss. If you are looking for the legal authority (with citations) for these fiduciary duties, see our Summary of the Primary Fiduciary Duties of Directors of Pennsylvania Nonprofit Corporations.