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We have a nominating committee of two board members who are term limited and are supposed to leave the board. We are supposed to hold board elections in June but they did not find anyone to serve on the board (they did not reach out to the one person who was nominated). Once we hold board elections, the new board votes for the officers. However, because there was no general board election, the term-limited board members want to stay on and vote for the officers. There are nine people on the board at this point and by them staying on, their slate wins. We had a board meeting with six out of the nine board members and voted to continue with seven board members - 6 votes yes, 1 abstained. Would this necessarily mean that the two term-limited members would roll off and the remaining seven would vote for the officers? This would be a 4-3 split in this case which is why the board of nine did not want this. Instead, the two term-limited board members stayed on and voted off the first general board member for conflict of interest which did not allow that member to vote so they were voted off by 5-3. Next, the board voted off two more members for cause. The by-laws state that "Directors shall serve xxx, and until a successor is duly elected..." Do the two members whose terms are supposed to end, stay on because there was no election and so no one was "duly elected?" Or did they necessarily roll off of the board because the board voted to move forward with seven members before the vote that removed three of the members? Also, this group has lost their non-profit status so can the board even make these decisions if they are not functioning as a non-profit?

History: Our non-profit group held their AGM recently. The secretary had sent out AGM minutes from the previous year (2020) as mandated but sent them as a Rev.1. The reason for this was the out-going secretary in 2020 had sent out the minutes to the incoming board a few days after the 2020 AGM, in Feb 2020. The current secretary noticed there was an error on those Feb 2020 version, revised them, and sent out the revised copy, indicating they were revised by adding Rev 1 to the title, to be adopted at the 2021 AGM. Question: Was the current secretary in error by sending out AGM Minutes of Feb 2020 (Rev. 1) as the minutes to be adopted or should she have used the minutes that were sent out by the former secretary?

We just changed Officers for our Booster Club. The Booster Club is currently not a non-profit. We want it to be. Does this election need to be a member vote? Or is the decision to gain non-profit status made by the Officers?

We had our regularly scheduled board meeting last week. We had a quorum and we followed our agenda. A board member had an addition and was given the floor. During this time he addressed issues he has with the President/Chair. The president in return began to argue with him. No one stopped this, they finally got to a point they both felt done and the President moved on to the next addition. Before that addition was complete he gave a written resignation and left the building. The Vice President took over as Chair and finished the meeting. We have been told by our national organization that since no one went into executive session the meeting is null and void and the resignation doesn't stand. I would think that would be the boards decision. What are the steps for voiding a meeting? Are there certain rules for when that can be done?

My wife is a long-time member of a non-profit recreational organization. The current by-laws state on dissolution the assets, after debt is paid up, are to be distributed to non-profits engaged in similar activities. A change is being proposed where on dissolution the assets will be distributed in the following way--5% to a similar non-profit and the balance (95%) to the membership who have been members for more than 10 years. I've looked at about 5 or 6 different on-line sites about this topic (federal and state) and it doesn't appear that this can be done. Appreciate any thoughts and comments. Thank you, bobby1011