Our board president sent out a letter to all the members using company funds, stamps and envelopes, to promote himself for re-election. He asked the members to sign a proxy, mail it back to him, and keep him in power. The board has also broken our nepotism policy by hiring wives of directors, giving them a raise, then falsely telling members they have never received a raise in 10 years.
Is there a legal way to get the police involved? These officers have shut our office down, broken bylaws, and cost our company over $100,000 in four years. We tried to remove the officers, but they shut the meeting down and moved on to another subject. What can we do?
From what you say, it doesn’t sound likely that you can get the police or the state Attorney General involved. It doesn’t sound like any criminal laws have been broken so the police probably couldn’t do anything even if they wanted to And the AG is not likely to get involved in an internal dispute within a nonprofit organization where there doesn’t appear to be outright theft.
If you can’t get the directors to throw out the officers, your best opportunity may be to throw out (or at least not re-elect) the directors. Since your bylaws apparently allow proxy voting, your best opportunity might be to run opposing candidates in the next election. It sounds as though you have a serious list of grievances that other members will be able to appreciate, especially if the current crew has shut the office down. As a member, you should have the right to board lists so that you can send out your arguments and your own proxies for the election. You may be able to win enough seats on the board to begin to change the organization’s policies and expenditures.
You can’t do it alone, of course. You ought to be talking to as many members as you can to gauge support for your ideas and enlist support for the efforts. My favorite question about nonprofits is “Whose Organization Is It?” (See Ready Reference Page: “The Key Question, Whose Organization Is It?”). The answer with a nonprofit membership corporation is: “the members.” If your members don’t like what is happening, they should have the power to change it. It may take more than one election to accomplish what you want, but over time an organized majority should prevail.
Nonprofits, like governments, don’t always elect the best leaders. But they both have the power to correct their mistakes. You normally need just a majority of those who actually vote. Your challenge now will be to get enough who agree with you to actually vote in the next election.
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