You are here

Moratorium on board meetings due to pending bylaw revisions?

Your Legal Questions Answered

Moratorium on board meetings due to pending bylaw revisions?

Our nonprofit corporation has not held regular board meetings in accordance with its bylaws. In addition, there was no annual general meeting last year (nor has one been posted this year) to elect officers for positions with expiring terms. The president says that we are under a moratorium because the bylaws are under revision. Aren't the existing bylaws in place until amended in the manner prescribed in the governing document(s)?

Yes.  The current bylaws would be in place until amended.  It is not clear whether you are talking about a membership corporation and an annual general membership meeting or an annual board meeting.  In either case, a group of either members or directors, probably a number (or percentage) spelled out in the bylaws, could call a special meeting of their group to hold the elections.  The president would not have unilateral power to refuse.

The failure to elect new officers or directors will not cause a dissolution of the corporation or a disruption in its authority to act.  But if no one is acting on behalf of the corporation and filing required tax returns or state reports, there could be serious problems.  It would be wise to get the bylaws revised quickly, if necessary, and the new officers elected.  Sloppy procedures suggest sloppiness throughout the organization, which does not engender confidence in what you are trying to do.

If you want to understand key issues in revising your bylaws, you will want to check out our Ready Reference Page: Bylaws Function as 'Constitution' of Nonprofit Corporations" or listen to our recent webinar on “Bylaws:  The Art and Science of Making Them Work.

Tuesday, May 7, 2013

Add new comment

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