Can a group of five board members "inform" another director that her conduct is detrimental to the healthy development of a small nonprofit 501(c)(3) private school corporation? They met in secret after the last board meeting, signed a letter and informed the woman that she is entitled to be heard at a special meeting called for the purpose of her removal. Can they do that?
Assuming that the school is not a charter school or other organization that is subject to an open meetings law, board members have the right to caucus among themselves and discuss corporate business. It is a matter of state law and the bylaws whether they have the right to call a special meeting and remove the woman as a director. She should check the applicable provisions.
I personally believe that bylaws ought to provide that a majority of the board has the right to remove another board member, with or without cause, after notice and a right to be heard. (See Ready Reference Page: “Bylaws Function as ‘Constitution’ of Nonprofit Corporations”) Just because they have the right, however, does not mean they ought to exercise it without a serious discussion with the person in question before taking action. I view the provision primarily as a tool to talk to people about improving their performance, not a means for arbitrary retaliatory action. Arbitrary action will make it harder to recruit good board members in the future.
Charity fundraising event planners have to worry not only about the invitation list, the menu and the program. They also have to worry about a host of legal issues that, if ignored, could turn the event into a financial and public relations disaster. This webinar will explore the top ten areas of legal concern for a charity’s annual gala dinner dance, bikathon, day in the park, or other special fundraising event. Learn more in our pre-recorded webinar.
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, December 18, 2013
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.