Once the Board of Directors is appointed by the incorporator, the Board must adopt the Bylaws and appoint the officers of the Board. Each nonprofit in Pennsylvania needs a President, Treasurer, and Secretary, and one person can hold multiple officer positions, though this is not recommended. The organization can also have other officer positions.
Officer appointments can be made by the Board by passing a Board resolution at a meeting, or through the process of having all of the Board members sign a unanimous written consent, which appoints officers, adopts the Bylaws, ratifies the actions of the incorporator, and takes care of many other important startup steps and corporate formalities. Resolutions and written consents must be filed in the organization’s minute book.
VOTING WITHOUT HAVING A MEETING:
Unlike actions taken by the Board by passing resolutions (typically by a majority vote) at meetings, any actions taken by the Board by written consent must be unanimous.
If you’re looking for some guidance on keeping Board meeting minutes, check out our Template for Keeping Nonprofit Meeting Minutes.