You are here

Should nonprofit founder seek lifetime position on board?

Your Legal Questions Answered

Should nonprofit founder seek lifetime position on board?

As the founder of my nonprofit, can I add to my bylaws that I cannot be removed from the board? I don’t want to do a sole member if I don’t have to. I don’t want final say on anything, I just want my vote to count and I want to make sure that I’m always going to be a part of the decision making.

Having a provision in the bylaws saying you can’t be removed from the board would not help if you are not re-elected when your term runs out.  You might not be removed, but the prohibition against your removal wouldn’t be effective if you are no longer there.

You might avoid this issue by providing that you have lifetime tenure on the board, but not all states will permit the designation of lifetime directors.  Even if you have lifetime tenure, however, being alone on a board with 10 or 15 others could be worse than purgatory.  They might have to give you time to talk, but they don’t have to listen to what you say and can outvote you on every issue before you catch your breath.  I can only imagine how much fun it would be to show up at every meeting and be ignored as the rest of the board does things you think are destroying “your” organization.

As much as you may not want to be a sole member (assuming you can have that status in your state), it is the one governance structure that gives you the right to remove others from the board if they are not supportive of your vision and effort.  You don’t have to act like an autocrat and can allow the board to make decisions you don’t agree with.  But we have never figured out a better way to protect a founder when an impasse arises.  (See Ready Reference Page: “Sole Member Bylaws Can Protect Founder of Nonprofit”). If the prospect of purgatory isn’t attractive to you, you may want to reconsider your position.

Tuesday, June 27, 2023

Add new comment

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