Florida Nonprofit Governance: An Overview for Board Members

Serving on the board of a Florida nonprofit organization carries legal and fiduciary responsibilities. This article provides general educational information about nonprofit governance in Florida. It is not legal advice.

The Board's Role in a Florida Nonprofit

The board of directors of a Florida nonprofit corporation is responsible for oversight of the organization's activities, financial management, and compliance with applicable law. Board members generally owe duties of care and loyalty to the organization.

Florida Nonprofit Corporation Act

Florida nonprofits are primarily governed by the Florida Not for Profit Corporation Act. The Act establishes requirements for incorporation, governance, and dissolution, and sets default rules where an organization's bylaws are silent.

Common Governance Documents

• Articles of Incorporation: The foundational document filed with the Florida Division of Corporations.
• Bylaws: Internal governance rules that govern how the organization operates, how meetings are conducted, and how board members are selected.
• Conflict of interest policy: A policy designed to identify and manage situations where a board member's personal interests may conflict with the organization's interests.
• Financial policies: Procedures for financial oversight, authorization of expenditures, and review of financial statements.

Tax-Exempt Status Considerations

Organizations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code have additional obligations, including restrictions on political activities and private benefit. Maintaining tax-exempt status requires ongoing compliance with both federal and state requirements.

Annual Reporting Requirements

Florida nonprofits are generally required to file an annual report with the Division of Corporations. Organizations with 501(c)(3) status may also be required to file Form 990 with the IRS annually.

For help with nonprofit governance and compliance, contact a Florida nonprofit attorney.

This article is for general informational purposes only and does not constitute legal advice. Nonprofit governance requirements vary depending on the organization's structure and activities. Consult a licensed attorney for guidance specific to your organization.