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Unenforceable bylaws?


Guest Chris
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The situation:

Nonprofit A has written into their bylaws that their Board of Trustees must be elected at the annual meeting of Nonprofit B, who has stated that they will not elect the Board of Trustees for Nonprofit A. Because Nonprofit B has not agreed to elect the Board of Trustees for Nonprofit A, there is no Board, no quorum and no obvious way to revise the bylaws to address the situation. There is no parliamentary authority written into the bylaws.

Is this a conundrum or is there a logical approach to a solution? 

 

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If these are corporations, it may be possible depending on corporate statutes to have a court issue an order to cut through the mess.

Depending on the exact wording, there might be other options that still allow the necessary voting to take place without the formal assistance of Nonprofit B. Alternatively, if Nonprofit B's membership is not just the members of its board, then it might be possible (depending on the statutes and bylaws applicable to Nonprofit B) for them to raise the matter of their own accord even if the Board does not have interest.

I would advise that a corporate lawyer is probably more suited to this problem than a parliamentarian.

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Alexis Hunt,

Thank you for your reply. This may well be out of the realm of a parliamentarian. 

Since the bylaws have no provision for amending the bylaws and there is no parliamentary authority named in the bylaws and there is no Board and therefore no majority or 2/3 to make changes..... It seems unsolvable without dissolution.

 

Chris

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Did you check A's bylaws to see what they said about term? It may be that the current directors serve until their successors are elected, in which case it may be that the incumbents are still the board.

Others have mentioned that you may need a legal answer. You could also pursue the political one and try again to convince B to hold this election.

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Atul Kapur,

Nonprofit A has 4 officers that serve the organization until their successors are elected by the Board of Trustees by Nonprofit B. They are governed by a Board of Trustees, which are apparently not electable by Nonprofit B. 

Board of Trustees has full power to manage nonprofit A.

Thanks for your input. I think this is a legal question now.

 

Chris

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1 hour ago, Guest Chris said:

I think this is a legal question now.

This statement may be true, but I am not entirely convinced that it is. Three nonprofits are involved in such a way that NP-B controls the membership of NP's-A board and NP-C disburses the funds provided by NP-A. It would not surprise me if this is not actually one single organization with NP-B as the "mother ship" and NP-A and NP-C as subcommittees or boards of NP-B.

Take a careful look at all three sets of bylaws and verify the exact nature of the relationship between these entities. This may be a case where NP-B just needs to make a decision as to how to manage things and which direction to go.

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1 hour ago, Guest Chris said:

Nonprofit A has 4 officers that serve the organization until their successors are elected by the Board of Trustees by Nonprofit B. They are governed by a Board of Trustees, which are apparently not electable by Nonprofit B

So, apparently, Nonprofit A still has 4 officers, as their successors have not been elected. Does the provision for A's trustees include similar language?

 

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