You are here

Can Executive Director stop hostile takeover?

Your Legal Questions Answered

Can Executive Director stop hostile takeover?

I am the Executive Director of a nonprofit corporation that is experiencing a form of hostile takeover, but in a different format. A donor and charismatic member is puppet-mastering a new and inexperienced board chair to remove board members.  Between the two of them, all board meetings have been avoided by cancellation for several months.  Now they are trying to remove all of the other board members and replace them with people they think can be controlled. Looking for answers on how to stop this. 

You may be in a unique position to see what is going on, but, assuming you are not a member of the board yourself, you are not in a great position to stop it.  If you become openly subversive, you may find yourself looking for a new job on their time schedule, not your own.  Even if you have a whistleblower policy that applies to this situation, you may soon not have anyone to stand up for you if you complain, although a complaint lodged with some other officer or director might raise the issues for discussion.

My assumption is that a charismatic member and the board chair do not have actual authority under your bylaws to remove board members by themselves or to unilaterally approve their replacements.  You may be able to point that out and cause them to follow the actual bylaw procedures, which would probably involve others on the board.  The others may help put the brakes on.  You might also be able to suggest other replacements who might be more independent of those trying to take control. 

If none of that makes a difference and you have to work for a bunch of new people, you may still be able to run a program that you are proud of.  But if it becomes less satisfying, you can then look around for a better position.

Tuesday, May 29, 2018

Add new comment

Sign-up for our weekly Q&A; get a free report on electioneering