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Must we notify directors of special meeting to remove them?

Your Legal Questions Answered

Must we notify directors of special meeting to remove them?

Our Board of Directors has had numerous ethical violations and even a criminal violation when a Board member forged another Board member’s name on checks. The woman who did that was not removed but stepped down when confronted. The President admitted he violated the bylaws by making deposits without the Treasurer's knowledge. The Board passed a policy that restricted the members from reviewing documents.  A member must attend the next Board meeting 30 minutes in advance to inspect the records and can’t make any copies.  The President has a judgment against him for creating a hostile work environment and a complaint with the local police for bullying. The Board sticks together like thieves [no pun intended?] and will not ask him to step down or remove him. We now want to remove most of the Board.  If we call a special meeting, do we have to notify the Board members also? We have not seen anything like this in the 15 years of the organization.  

You will have to check your bylaws for the procedure for calling a special meeting of the members, or your state nonprofit corporation law if the bylaws don’t have a statement of the procedures.  Assuming that the current directors are also members, they will be entitled to notice of the meeting.  Many bylaws also provide that people who are being considered for removal must have the opportunity to attend the meeting and make an argument in their own favor.  (See Ready Reference Page: “Bylaws Function as ‘Constitution’ of Nonprofit Corporations”)

You should be sure you have the votes before you call the meeting, however, because winning such a vote may only embolden the current office holders to continue doing what they are doing.  You may have to wait until they come up for re-election and then mount a campaign to defeat them at the ballot box.

You could probably win a lawsuit challenging the policy restricting the review of books and records, but it would be expensive and time-consuming and may not be worth the effort unless it critically impairs your ability to pursue your membership rights.

Tuesday, June 21, 2016


I have been in the same situation as the inquiry maker; please do see this through. Take it from me that it is a difficult but very worthwhile to the organization you are serving. Learn those bylaws and statutes back & forth. The membership may need to be spoon-fed the violations as not to scare them off from helping your charity itself. Its a fine wire to walk. It will be worth the hassle but remember that the membership is the true lever that needs to make this happen. Enlist them to do what is right!

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