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What can nonprofit do about improperly elected vice president?

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What can nonprofit do about improperly elected vice president?

The bylaws of our nonprofit corporation state that a person must be a participating member of the organization for one year before being allowed to assume a role as an officer. Recently the bylaws were ignored and a new member was elected as vice president. The president chooses to do nothing about it.  Is there anything we can do?  

Normally your state nonprofit corporation law will provide a means of removing an officer, which is usually translated into your bylaws as a specifically permitted action for the board.  It is not really a prerogative of the president.  If you are a member of the board, you can propose the question for a vote.  If you are a member, you can ask the board to take action.

If the board declines to act or votes against removal, you might be in a position to bring an action in court, but I wouldn’t recommend it.  Long before you could reach a resolution in court, the case will have become moot because the person will have passed the one-year eligibility requirement.  And you will have spent a bunch of time and money for naught.

Tuesday, November 2, 2021


You should also consider if the rule is necessary or beneficial in the first place. It may be that a new member can serve just as competently as one who has been a member for at least one year. If there is no meaningful benefit for the existing rule, the organization should consider amending the bylaws to remove the one-year membership requirement.

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