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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 115452
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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Our Danville Illinois Tennis Center, a non-for-profit 501c3

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Our Danville Illinois Tennis Center, a non-for-profit 501c3 corp has an out-dated set of by-laws. There are absolutely no provisions in the by-laws for nominations or for the replacement of board members. The only specific committee appointments the president can make in the by-laws are standing committees and they do NOT include the nominating committee. Subsequently the president, under her authority as the presiding officer has appointed a nominating committee and they have made nominations for the Annual January membership meeting. 2 members of the board have challenged her authority to appoint a nominating committee without approval by the board, or without specification in the by-laws, and are challenging the nominating com. appointments. Does the president, in this case, have the legal authority to appoint a leagal nominating
If the bylaws are silent, the president by their inherent authority of the office has powers to appoint such a committee to elect boardmembers. If there is an existing board, they havr right to govern the entity and since the bylaws state all she can appoint are standing committees, then the board has grounds to seek to stop this nomination committee as not in accordance with the bylaws and the board needs to pass a resolution to do so. The issue is that at some point the board is going to have to sit down and get a new set of bylaws drafted and approved as well. The board is going to have to make a legal challenge in court for a declaratory judgment against her attempt at appointing the nominating committee and the court is going to have to rule.

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