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I am a director on a three-member board and also one of the founders and incorporators of the nonprofit corporation. Of late, the other two board members discuss issues amongst themselves and do not involve me in matters of importance and decisions. Is this legally valid?
Directors normally have the right to talk among themselves outside of the board meetings about issues they have to vote on at the meetings. But they can’t make binding decisions without holding the meetings and giving notice to all of the board members, including you. The two others can probably effectively freeze you out of decision making, but they have to follow the legal formalities of notice and meetings to make their actions valid.
12/14/2009
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