The founder of our nonprofit is the only person who signed the incorporation papers. A year ago, she resigned from the board at odds with the other four board members. As the sole incorporator, can she now dissolve the corporation?
This is a matter of state law, but I am not aware of any state in which incorporators retain authority to act on behalf of the corporation after the initial directors are selected and operations are commenced. Incorporating is a purely ministerial act, and incorporators retain no power or authority with respect to the corporation after operations are launched.
Obviously many incorporators remain involved as members or directors of the organization, but their power and authority derive from their new status and not from their role as incorporators.
This inquiry once again raises my favorite question about nonprofits: Whose Organization Is It? (See Ready Reference Page: “The Key Question: Whose Organization Is It?”)
Friday, July 15, 2011