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Can Lifetime Member contest improper election of nonprofit board?

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Can Lifetime Member contest improper election of nonprofit board?

I have been a very active and loyal member of a local chamber and have been named an Honorary Lifetime Member. I have always wanted to be on the board and told the president last year that I would like to be nominated. She told me I had to have served on a committee and be a paying member. I did that.  When the election was announced, the board choose their friends and did not follow the by-laws, which require 30 days’ notice of nominations and give a member a right to run by getting 10% of the members to sign a petition.  When I confronted the board chair, he said they were looking for fresh ideas. I took that as an insult since I am 80. Do I have any recourse?

I assume that the board members are volunteers so it is unlikely that you would have an employment discrimination case on the basis of age or any other protected characteristic.

You might have legal recourse for an improper election as a matter of state nonprofit corporate law, but your only real chance to be elected seems to be (if you can’t convince the board to nominate you next year) to get the 10% petition nomination and then campaign to win.  Test the waters with the other members and tell them about your experience with the current administration.  Tell them about your “fresh ideas” of what you want to do as a director, not just how much you want to be a director.  You may find that others are as offended by the current administration as you are and supportive of your effort.  You may also find that no one else cares.

If you can’t get enough to sign your petition and don’t have an indication that there might be more support for your candidacy out there, there is no reason to spend the time and money to seek to undo an election or run a campaign next year when you wouldn’t be able to win anyway.  You could continue as a gadfly to the current board and could run a perpetual campaign to get the signatures necessary to run.  But if you don’t have success securing a following, you probably have a lot better ways to spend your time and energy.

Tuesday, January 31, 2023


The board chair is just giving "shut up" arguments. They are meant to shut you up by not giving you a way of fighting them. I would request the formal written rules, then either file a formal complaint or speak at an open meeting, requesting that the current chair be dismissed for malfeasance. It is a serious charge, but it brings the issues to the attention of the membership.

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