Closing down or joining with another organization

[Guest Linda]

We're a nonprofit and we can no longer continue as an organization (lack of people to do the work is the most urgent issue), so we must either close down or join with another organization. Our bylaws say the governance is vested in the Board of Directors, but the bylaws do not address ending the organization. The Board voted to join with the other organization. Are we required to bring it before our members to vote? Do we ask them to ratify the Board's decision? Can we use the same procedure we use to elect officers and amend the bylaws, which is to notify the members ahead of time and then vote at the annual meeting? is there anything in particular that we need to do since under either option the organization will cease to exist?

[Sean Hunt]

We're a nonprofit and we can no longer continue as an organization (lack of people to do the work is the most urgent issue), so we must either close down or join with another organization. Our bylaws say the governance is vested in the Board of Directors, but the bylaws do not address ending the organization. The Board voted to join with the other organization. Are we required to bring it before our members to vote? Do we ask them to ratify the Board's decision? Can we use the same procedure we use to elect officers and amend the bylaws, which is to notify the members ahead of time and then vote at the annual meeting? is there anything in particular that we need to do since under either option the organization will cease to exist?

If you are incorporated, you should look into the relevant statues. Otherwise, a decision to dissolve or merge is a form of bylaw amendment (specifically, it is rescinding the bylaws and by doing so ending the existence of the organization), and so should follow the same procedure.

[Chris Harrison]

See RONR pp. 561-564 for discussion on how to merge, consolidate, or dissolve the organization. Also, if you can get your hands on a copy of Parliamentary Law authored by the General himself (Henry M. Robert) in 1923 take a look at pages 540-543 for some more detail on how this might be accomplished. But since you all are a nonprofit you should also ask the body which gave you the nonprofit status for how to proceed.