Every 501(c)3 Nonprofit has bylaws or laws that govern the organization and its Directors are the decision makers in accordance with those bylaws. Remember that your nonprofit’s bylaws will outline any period for advance notice of the meeting, the type of notice to provide and the directors or shareholders who must participate in voting.
Request a special board meeting if you do not have previously scheduled annual or periodic meetings where this circumstance can be addressed. Next, draft a resolution of the board members to request a discussion and the process for voting and any proceedings. Set the quorum as indicated in your bylaws (defined as the majority of directors eligible to vote) and make sure they are present. Conduct, record and report the vote to the state in your organization’s Annual Report and report it to the IRS. You do not need to report it formally.