I am the president of a nonprofit and the 2nd VP is writing letters to the members that she is now the acting president. This was done without consulting me. She has told the members that if they continue to attend my meeting or go to the nomination meeting, they risk violating the bylaws and it could be bad for them. She is also saying some very inaccurate and slandering things about me. She is going to hold a meeting to elect new board members. What can I do?
You should not be alone in this fight. Where are the other members of the board? If the VP is calling a special meeting to elect new directors, some of them should be as concerned as you are about losing their positions. You could call a special meeting of the board to remove her as an officer, perhaps as a director, and, depending on your bylaws, perhaps even as a voting member of the organization. You don’t want to call that meeting, however, unless you have the votes to prevail on your objective.
You can send your own letter to the members to explain your position and counter hers. It would be more persuasive if you have others on the board to sign the letter with you. You and any allies can also individually lobby influential members to thwart her efforts.
You could go to court to try to prevent her from holding a meeting. As 2nd VP she is unlikely to have the authority to call a special meeting on her own without the incapacity of you and the 1st VP. Litigation, of course, is likely to cost money as well as time. It would also probably require a majority of the board to sustain the litigation, because a majority of the board opposed to the suit could withdraw it.
Ultimately, who prevails in a factional dispute in a nonprofit organization is a question of who has the votes. We are so often reminded these days of Abraham Lincoln’s statement that “public sentiment is everything. With it, nothing can fail; without it, nothing can succeed.” Can you and your allies mold the sentiment of your members so that you don’t fail and the 2nd VP does not succeed?
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