Jump to content
The Official RONR Q & A Forums
Guest Ashley Rebecca

Dismantling BOD

Recommended Posts

Guest Ashley Rebecca

I currently work for a Public Charity that was started by a large financial Corporation. The Board is made up of employees from the financial corporation. Some members have been on the board for as long as 8 years. The entire nonprofit is in disarray.

My question is, can the nonprofit dismantle and rebuild its current board, in addition to changing its purpose, mission, and activities without the current board’s approval?

Share this post


Link to post
Share on other sites
14 minutes ago, Guest Ashley Rebecca said:

I currently work for a Public Charity that was started by a large financial Corporation. The Board is made up of employees from the financial corporation. Some members have been on the board for as long as 8 years. The entire nonprofit is in disarray.

My question is, can the nonprofit dismantle and rebuild its current board, in addition to changing its purpose, mission, and activities without the current board’s approval?

The answer is going to depend upon what your organization's governing documents (charter, bylaws) say is required for their amendment. You need to look there.

Share this post


Link to post
Share on other sites
Guest Ashley Rebecca
34 minutes ago, Daniel H. Honemann said:

The answer is going to depend upon what your organization's governing documents (charter, bylaws) say is required for their amendment. You need to look there.

The bylaws state that "The term of office for directors shall be two years. A director may be re-elected, without limitation on the number of terms she or he may serve. The board shall be elected by the current directors at ever other annual meeting by a majority vote of the directors represented and voting." The board has never had an annual meeting to re-elect a board member - they have simply stayed on for years upon years...

The bylaws do not specify whether or not the BOD and/or organization can change it's mission, vision, purpose, etc.

Share this post


Link to post
Share on other sites
5 minutes ago, Guest Ashley Rebecca said:

The bylaws state that "The term of office for directors shall be two years. A director may be re-elected, without limitation on the number of terms she or he may serve. The board shall be elected by the current directors at ever other annual meeting by a majority vote of the directors represented and voting." The board has never had an annual meeting to re-elect a board member - they have simply stayed on for years upon years...

The bylaws do not specify whether or not the BOD and/or organization can change it's mission, vision, purpose, etc.

It's rather obvious that your bylaws provide that your board elects its own members, and so, unless the membership of your organization can amend those bylaws, I'm afraid you're out of luck.

As I suggested before, you need to look at those bylaws to see what they say is required for their amendment.

Share this post


Link to post
Share on other sites

If the organization you're talking about is also a corporation, then it is governed by the relevant statute law in your jurisdiction. In most corporate statutes that I've seen, a member can bring an action in court to compel a meeting to be held if the corporation fails to do so as required by law. The rules for amending the bylaws are also likely found in the same statute.

That said, the definition of a member is very important, because only a member has membership rights. If the charity's only member is the parent corporation, for instance, then nobody else has any rights of membership, including the right to attend or vote at a meeting. Volunteering for or being employed by an organization does not make you a member unless its bylaws say so.

Share this post


Link to post
Share on other sites
Guest
You are commenting as a guest. If you have an account, please sign in.
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoticons maximum are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

Loading...

×