Your Legal Questions Answered

Search Questions Previously Answered

How do we remove a nonprofit board?

What are the proper steps to remove an entire nonprofit board? We have a situation that is less than desirable and the organization is about to fail miserably because of poor leadership and questionable decisions.

I assume that this is a membership nonprofit where voting members have the power to vote directors in or out.  It would not likely be a board-only corporation or a trustee-only trust because you would be asking the directors/trustees to remove themselves, i.e. all of themselves.  They may realize that the organization is in danger, but it is not likely that they think they are the cause of the danger.  And if you are not one of the directors/trustees who are doing such a lousy job, what gives you the right even to raise the question?

If you are a voting member of a nonprofit corporation, you at least have a legal interest in it and a right to challenge the actions or inactions of the board.  The question is whether there are enough other members who see things as you do. If so, and you can’t convince enough of the current board to resign and allow members of your group to replace them, you could seek to elect new directors at the next annual meeting of the corporation.  If your directors serve staggered terms, it may take several years to effect a significant change in the direction of the corporation.  If you have strong agreement among the current members and don’t want to wait, your state nonprofit corporation law or your bylaws probably give you the right to call a special meeting of the members, at which you could vote the old group out and your group in—if you have the votes to do so.

That is easier said than done, of course.  It could be a long and unhappy fight.  Depending on what the organization does, it might be more practical to let the old group fail miserably and wait to pick up the pieces. Or you could start your own new entity either now or later to do what the organization does (or doesn’t do).  You and those who agree with you will have to decide what approach is most worthwhile for the program and for yourselves.

Add new comment

The content of this field is kept private and will not be shown publicly.

Plain text

  • No HTML tags allowed.
  • Web page addresses and email addresses turn into links automatically.
  • Lines and paragraphs break automatically.