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What recourse for removal for holding “illegal” meeting?

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What recourse for removal for holding “illegal” meeting?

Several officers and I were recently voted off a nonprofit board for holding an “illegal” Executive Committee meeting without the “permission” or knowledge of the Executive Director. (One of the participants in the meeting was not removed.) As a former secretary, I am sure we were in compliance with the bylaws. What recourse do we have against the President, the Executive Director or the nonprofit for removing us?

It is not possible to answer this question without knowing who removed you and under what authority they purported to do so. The bylaws should provide procedures and criteria for removal of directors, but many are silent on the situation and you will have to look to your state nonprofit corporation law. The stated reasons for removal of directors in most nonprofit corporation laws, if none are spelled out in the bylaws, are a lot more serious than what appears to be the case in the situation you describe. They include things such as conviction of a crime, or adjudication of incompetency. Some bylaws, such as our model bylaws, permit removal with or without cause by having a certain vote on the Board. (See Ready Reference Page: “Bylaws Function as 'Constitution' of Nonprofit Corporations.”)
It is hard to imagine why an Executive Committee meeting would be “illegal” without the “permission” of the E.D. It might be ineffective if the E.D. is a member of the Committee and has a right to notice of the meeting, but that hardly rises to the level of “illegality.” It sounds as though someone doesn’t understand that the E.D. works for the Board, and not the other way around.
If the others on the Board won’t rectify the situation, and there are no members of the organization who have voting rights and are willing to help you, you can consider publicity as a tool, or a complaint to the Attorney General. But your only effective remedy may be litigation. If you go that route, be sure you have good legal grounds before you spend a fortune on litigation. 
Sunday, February 13, 2011


We just went through this. Our ED was seriously ill and taking a leave of absence. Our bylaws state it must be a unanimous vote to change the by-laws. Three members on the board tried to do a corporate take-over. The remaining 2 blocked them because it wasn't unanimous and not within the by-laws. The ED returned and fired the perpetrators. Did I mention this was a church -- if you can believe?? 

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