I am the founder and president of my nonprofit organization and do not want any board to remove my authority. My bylaws say the president shall be a member ex officio of all committees except the nominating committee. Is this a secure wording to protect my interests?
Not by itself. You don’t say that the bylaws provide that you shall be president as long as you wish and that the bylaws can’t be changed without your approval. And being a lone voice on a committee that wants to do something you don’t think is appropriate is not a whole lot of protection.
The ultimate protection for a founder is to create a membership corporation in which the founder is the sole member and changes can’t be made without his or her approval. (See Ready Reference Pages: “The Key Question: Whose Organization Is It?” and “Bylaws Function as 'Constitution' of Nonprofit Corporations.”) I get a lot of flack when I suggest it, but I don’t know any other way to truly protect the founder’s interest.
Comments from our Readers
I am responding to the comment above, I believe that most founders suffer from the founders syndrome, if the founder wants to remain the president until he/she wants to be removed then the founder should create a for profit entity, the non profit is not theirs, it is for the public. There comes a time when even the founder should be removed. --G.L. via e-mail
As I said, I usually get a lot of flack when I promote this idea, but I have seen too many founders who have spent years creating an organization as their career at significant personal sacrifice, only to lose their job when their "friends" on the Board think it is time to go in a different direction. If the friends want to do something else, they can quit the Board and set up their own organization.
A founder can't act arbitrarily with the Board or the founder will lose directors and ultimately general support. But when the organization depends on the vision, energy and sacrifice of the founder, I think the founder needs some protection against the vicissitudes of those who are less involved on the Board.
The transition from a founder is difficult under any circumstances. I don't think it is made particularly more difficult with the sole member structure. --Don Kramer
Legal Issues in Volunteer Involvement:
Maximizing the Benefits, Minimizing the Risks
Pre-recorded Webinar -
This pre-recorded webinar discusses: risk management and the organization's liability for the acts of volunteers; legal responsibilities in screening and placing volunteers; liability for harm to volunteers; applicability of volunteer protection statutes and workers' compensation statutes; insurance coverage and indemnification issues; applicability of employment discrimination laws; and more. The session also discusses confidentiality, protection of intellectual property, volunteer contracts, and ways to minimize risk through training and supervision. Learn to balance the risk of possible problems against the risk of turning away valuable volunteer support.
Weekly question and answer
Notice of each full edition
and its free stories
Report on 501(c)(3) electioneering
What our readers say about Nonprofit Issues
Once again you've tackled a tricky question and explained it so we all can understand the issue.--M.V.
Thank you for your informative and keen advice on nonprofit matters. I believe it's a unique and concise place to get answers to this often wispy area called nonprofit. --R.T.
Have a question?
Other ways to
Talk to the Editor
Next Conference Call:
Wednesday, April 23, 2014
Participate in this bi-monthly telephone seminar conference call and ask your questions directly to Editor Don Kramer.
Access the entire site
($9.95/24 hours, $17.95/3 months).
Full Day Program
A well-received full-day program that covers the current hottest topics in nonprofit law. Qualifies in Pennsylvania for Continuing Education credits.
Don is available for programs and speaking engagements ranging from a one-hour presentation to a full-day primer on nonprofit law. Contact us if you are interested in having him speak at your program.