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How do we get a functioning nonprofit board?

Your Legal Questions Answered

How do we get a functioning nonprofit board?

I’m joining a nonprofit 501(c)(7) social club. The board of directors rarely meets and if so, little in the way of records are kept. Plus, all of their terms have expired, so there’s no legal/acknowledged board leadership. They did maintain a president and secretary and they do record monthly general meetings. How do we get back to a functioning board?

Even if the board seldom meets and the club doesn’t hold elections, it probably still has a legally recognized leadership. State nonprofit corporation laws (and corporate bylaws) generally provide that duly selected officers and directors will hold office for their stated terms and “until their successors are selected.” If the laws or bylaws didn’t say something like that, a lot of organizations would actually have no legal leadership because they never got around to holding their annual meetings to conduct elections.  Therefore, unless everybody died or resigned, you probably have some people who are legally responsible for the governance of the club.

If you are a social club, you also most likely have members who have the right to vote for directors. Those members will normally have the right to call a special meeting of the members to elect new leadership. If you want to get back to a functioning board, you should recruit enough members who are willing to commit to reviving the governance function and to run for election. You can then call a special meeting to propose their election. Even if your insurgents don’t win, you are likely to at least wake the old guys up.  And you should have a chance every year to throw some of the bums out if they don’t shape up.

Welcome to the club!

Tuesday, January 11, 2022

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