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    I am helping a charitable organization get incorporated in Mississippi. They ultimately also want 501(c)(3) status. In a planning session the incorporators told me they wanted a board-only corporation with seven directors and no (voting) members.

    Now, one of the directors wants his wife to be the secretary, but she is not a director.. My answer was that all of my references said that the officers were elected by and for the board, and the officer had to be a director. Further, I thought it would be a conflict of interest problem when we got to the IRS application.

    As far as Mississippi is concerned, I have read throughout MS Code 79-11-XXX and I cannot find a clear answer. If we don’t have members, and the person is not a member of the board, how do we elect them as an officer?

    Any help would be appreciated

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