How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Law Educator, Esq. Your Own Question

Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 91868
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
10285032
Type Your Business Law Question Here...
Law Educator, Esq. is online now
A new question is answered every 9 seconds

I am a co-founder of a non-profit. I was serving on the Board.

Resolved Question:

I am a co-founder of a non-profit. I was serving on the Board. I was told by the Board president this week that I am no longer on the board or even allowed to volunteer. My only crime was disagreeing with the President and V.P.. This was not the first time that I have disagreed with them but always went along with the majority. I thought I was allowed to disagree with them in board meeting, but I guess they did not. I am the one that is always pointing out to them how a non-profit board should be ran (such as an incident when the President told the Treasurer to pay for something that was not to be done) and then never discussed it or even brought it up to the Board. I am also the one that she has told the Board I have shared information about the meetings with others outside the group, but she is actually the one that did and the other party would be willing to tell the board this. Am I allowed to find out who made the nomination for my dismissal (which was done either at a secret meeting or by email) and who voted on it? And if so, how do I go about asking for that and are there any Indiana laws I can point to where they have to give me that information? Thanks.
Submitted: 2 years ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 2 years ago.
If you are on the board, they must follow the bylaws to remove you from that board. I have never seen any bylaws stating the president had unilateral authority to remove someone from the board and almost all bylaws state it requires a 2/3 vote of the board at a meeting called for that purpose and then to confirm the vote by the membership by a 2/3 vote. You need to go back and read the bylaws to determine if they conducted your removal properly. Under IC 23-17-27-2 and IC 23-17-27-1, you are entitled as a member to inspect the records of the organization by making written request. You can inspect the following records:

IC 23-17-27-1
Sec. 1. (a) A corporation shall keep as permanent records a record of the following:
(1) Minutes of meetings of the corporation's members and board of directors.
(2) A record of actions taken by the members or directors without a meeting.
(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the corporation's principal office:
(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the corporation's current directors and officers.
(7) The corporation's most recent annual report delivered to the secretary of state under section 8 of this chapter
.


I hope you found my answer helpful, but please understand that if you did not get all of the information you may have wanted PLEASE USE THE REPLY TO EXPERT LINK IF YOU HAVE FOLLOW UP QUESTIONS AND NOT THE FEEDBACK BUTTON FOR BAD SERVICE. PLEASE CLICK ON “OK,” “GOOD” or “EXCELLENT” SERVICE. Kindly remember to ONLY rate my answer when you are fully satisfied. If you feel the need to rate anything less than OK, please stop and reply to me via the or REPLY TO EXPERT button with whatever issue or clarification you may need.

I truly aim to please you as a customer, but please keep in mind that I do not know what you already know or don't know, or with what you need help, unless you tell me. Please consider that I am answering the question or question that is posed in your posting based upon my reading of your post and sometimes misunderstandings can occur. If I did not answer the question you thought you were asking, please respond with the specific question you wanted answered.

Also remember, sometimes the law does not support what we want it to support, but that is not the fault of the person answering the question, so please be courteous.

PLEASE NOTE WELL, LEGAL ANSWERS TAKE MORE THAN “MINUTES” TO PUT TOGETHER AS WE ARE DEALING WITH LAWS OF 50 STATES PLUS FEDERAL LAWS, AS WELL AS DEALING WITH OTHER CUSTOMERS, SO PLEASE BE PATIENT IT WILL BE MORE THAN “MINUTES” IN SOME CASES BEFORE YOU GET A RESPONSE, BUT BE ASSURED YOU ARE NOT BEING IGNORED.

There can also be a delay of an hour or more in between my answers because I may be helping other customers or taking a break.

You can always request me through my profile at http://www.justanswer.com/law/expert-paulmjd/ or beginning your question with “For PaulMJD…”

Customer: replied 2 years ago.

Our bylaws state:


Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.


 


We do not have members. Am I still entitled to minutes of the meeting? They will claim it is an executive meeting.


 


All the President will tell me is that it was unanimous but I have no idea who that all entailed. Are there any federal or Indiana state laws I can give them to allow me to see the minutes? Other than the fact that technically, I was still a board member and if it was a board meeting, I should have been invited and I should have had access to see the minutes. Shouldn't I? And if they refuse to give them to me, how can I force them to?


 


Expert:  Law Educator, Esq. replied 2 years ago.
You would be allowed to see the minutes of the board meeting proving that you were dismissed, I gave you the Indiana code above stating the corporation/non-profit must keep those minutes and make them available. They cannot vote to remove you in an executive session, they can discuss your removal in an executive session which has no minutes, but the vote for removal must be in a regular board meeting.
Customer: replied 2 years ago.

Since I was a member of the Board at that time, should I not have been allowed to be there?

 

And how do I request to see these? By letter? And if they refuse?

Expert:  Law Educator, Esq. replied 2 years ago.
You should have been notified of the board meeting since you were on the board. You request them by letter and if they refuse you then you would have to file suit against them for the records and for the improper removal not in accordance with the bylaws.
Customer: replied 2 years ago.

I made a formal written request to the secretary to see both the minutes and the notice of the meeting. How long is a reasonable time that I should wait to hear a response from them? And if they don't respond one way or the other, then what? Would this be a civil suit? And what could I reasonably expect to get out of this suit? Reinstatement so they could then removed me "properly"?


 

Expert:  Law Educator, Esq. replied 2 years ago.
Reasonable is 7-14 days anything more would be grounds to sue them and unfortunately, your damages would be your actual losses you can prove, reinstatement and they could again institute removal process all over.
Customer: replied 2 years ago.

My thoughts are that they will not want it made public. They are very "publicity" touchy. They all want to be seen as above making any mistakes.


 


Would this be something that I could ask for a settlement on? Like I won't purse it legally if you reinstate me and allow me to serve out my term. Or not try to remove me from the Board for x number of years? Is this something I should have an attorney do for me?


 


I was one of the founders and spent hours getting the organization ready to be a non-profit and a 501(c)(3) and have a lot of blood, sweat and tears into it. The logo is even of my dogs!

Expert:  Law Educator, Esq. replied 2 years ago.
You could try for a settlement on this, but if they are not talking to you, it is highly unlikely they will agree to settle. However, if they are willing to negotiate, you could ask for reinstatement, but I do not see too many agreements where they agree not to remove someone from a board. Public disclosure could backfire on you as well, so you need to do this carefully and make sure you do not make any false statements against members or the organization or you could end up sued for defamation.
Customer: replied 2 years ago.

No false statements. Only that I was incorrectly terminated from the Board and that they do not do things correctly. Really, I'm not sure I even want back in that group. I just want them to understand that it is not a dictatorship of 1 or 2 and that they do need to follow procedures and laws when they take these types of actions. They believe they can do whatever they like. The President pays bill that she never brings before the Board and is never discussed with the board and that the board never agreed to do. When confronted she responds with her normal reply "I am the President, I can do what I want".

Expert:  Law Educator, Esq. replied 2 years ago.
I understand your frustrations, yes you can publicly disclose the information as long as it is true.
Customer: replied 2 years ago.

What is defamation? They are telling people things about me and why they removed me from the board that are untrue. They are defaming my character. Can I sue them? I have an email from the Board Secretary calling me many things.

Expert:  Law Educator, Esq. replied 2 years ago.
Defamation is the making of known false statements about a person to third parties and as a direct result the person suffers actual financial harm. It has nothing to do with them calling you names to your face, it is statements made to third parties that they know when they are making the statements that they are false.
Customer: replied 2 years ago.

President has denied me a copy of the minutes. Said she will not answer any more of my questions. It is done. Anything I can do except forget it and allow her to bully and destroy the organization?

Expert:  Law Educator, Esq. replied 2 years ago.
I am afraid that the last recourse now would be to sue them to get proof they are required by law to provide. If she will not deal with you, then court is the final recourse you have and you now have to make a decision.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 91868
Experience: All corporate law, including non-profits and charitable fraternal organizations.
Law Educator, Esq. and 5 other Business Law Specialists are ready to help you
Customer: replied 2 years ago.

Would I make this a civil suit or can I get the State involved to sue them or ask for the minutes to be made available?


 


Is there a code that says they must make these available?


 


Should I involve the Sec. of State?


 


I know for a fact that the Pres is telling to Treasurer to pay bills that are never brought up before the board.


 


I also know that they are claiming at stores to be sales tax-exempt when they never filed with the State for this.


 


 

Customer: replied 2 years ago.

Under IC 23-17-27-2 and IC 23-17-27-1, you are entitled as a member to inspect the records of the organization by making written request


 


One of the members told a friend of mine that since I am not a board member any longer they do NOT have to give me a copy of the minutes? Is this true? They claim the organization has no members (says so in the bylaws).

Expert:  Law Educator, Esq. replied 2 years ago.
If the association has no members, then you cannot request the information as a member under the law.

In order for you to sue them, you have to have standing to do so. If the association has no members, then I am afraid the law above does not apply and you have no standing on this part and you would have to file a complaint with the Attorney General's Office to investigate mismanagement. You can also sue them for improperly removing you from the board to conceal their mismanagement. These are the only two actions you have remaining.
Customer: replied 2 years ago.

Ok. So if it has no members and even though I was still a Board Member at the time this meeting took place without my knowledge or attendance, then I still have no leg to stand on to see the minutes of this?


 


I can file a complaint with the Attorney's General's office for mismanagement? What all do I state for the mismanagement? How do I do this (file complaint)?


 


If I were to sue them for improperly removing me from the board, would this be a civil suit in my county? By improper, is that for not informing me of the meeting to discuss this, for not allowing me to be at this meeting,

Expert:  Law Educator, Esq. replied 2 years ago.
You have a leg to stand on to sue for the improper removal, but not for demanding disclosure of the records, as I said above.

As far as filing the complaint with the AG, you have to have some evidence they are mishandling funds or committing some unlawful act as the board and you would present that information to the AG for investigation.

Yes, it would be a civil suit in the county where the non-profit is located and it would be for them not properly notifying you and for removing you against the terms in the bylaws.
Customer: replied 2 years ago.

Where does it state that they must inform a board member of all meetings?


 


Where does it state that if they do not inform the board member they are removing of the meeting and they remove them from the board without them being present or notified that such action is to be discussed and allow them to respond, that the meeting is null and void and any business conducted at such meeting is null and void and the member is not really removed?


 


I want them to confront me to my face as to why they are removing me at another meeting and allow me to answer charges and then a proper vote be taken. I don't want back on the board, I just want them to do it properly instead of sneaking about it and I am certain that the Board president lied to them.


 


Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
That should be in your association bylaws. If not, here are the Indiana laws which are the default:


IC 23-17-12-8
Removal of director by vote of members
Sec. 8. (a) Members may remove a director elected by the members with or without cause unless articles of incorporation provide otherwise.
(b) Except when otherwise provided in the articles of incorporation, if a director is elected by:
(1) a class, chapter, or other organizational unit; or
(2) region or other geographic grouping;
the director may be removed only by the members of the class, chapter, unit, or grouping entitled to vote.
(c) Except as provided in section 10 of this chapter, a director may be removed under subsection (a) or (b) only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if:
(1) the number of votes; or
(2) the director was elected by a class, chapter, unit, or grouping of members, the number of votes of the class, chapter, unit, or grouping;
sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose of the meeting is the removal of the director.
(f) In determining if a director is protected from removal under subsection (b), (c), or (d), it is assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of the director's election.
(g) An entire board of directors may be removed under subsections (a) through (e).
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.9.

IC 23-17-12-9
Removal of director by vote of directors
Sec. 9. A director elected by the board of directors may be removed with or without cause by the vote of a majority of the directors then in office, unless a greater number is XXXXX forth in articles of incorporation or bylaws.
However, a director elected by the board of directors to fill the

vacancy of a director elected by the members may be removed without cause by the members but not by the board of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.118.

IC 23-17-12-10
Removal of director by vote of directors; reasons set forth in articles of incorporation or in bylaws
Sec. 10. If at the beginning of a director's term on the board of directors articles of incorporation or bylaws provide that the director may be removed for reasons set forth in the articles of incorporation or bylaws, the board of directors may remove the director for the reasons. The director may be removed only if a majority of the directors then in office votes for the removal.
Customer: replied 2 years ago.

But does it say that the director they are going to remove has to be invited to that meeting and if they are not, the meeting is null & void? Or did I miss that part?


 


Our Board members are voted on by the current board to be on the board. That is why they believe they can remove them at any time. Without that person knowing about the meeting or being there.


 


And first they told me I could still volunteer but not they say that I can't unless they vote on it. We have never voted on volunteers before.

Expert:  Law Educator, Esq. replied 2 years ago.
If you are on the board you need to be notified of the meeting and if you were not then you have grounds to challenge the meeting as invalid.

At this point, you need to challenge the vote as invalid and that is your only chance.
Customer: replied 2 years ago.

Ok. I need to open another question with you so you get paid more than once for all the help you have been! Can I do that? And if so, how?


 


But anyway, here is the last request I plan to send to get the minutes. Does it sound solid and true? Thanks.


__________________________________


 


Still waiting on the response from my 2 formal request sent to you previously and to which you acknowledged receipt of. First request sent on September 2, 2012.


In case you forgot, I am requesting:


1) Minutes for the 2 meetings on August 15, 2012 of which I attended as a Board member and never received the minutes from.

2) Notice of the special meeting on August 28, or when ever you had it to discuss my proposed "alleged" termination from the Board of Directors.

3) Minutes of that same aforementioned meeting, possibly held on August 28, 2012.

4) And the mintues of the meeting (or what ever you had) in which you "allegedly" terminated me from the Board and the vote that was taken.


You are well past the time normally allocated for this request to be fulfilled. If I do not receive these, Indiana Code Laws for non-profits will be executed and you will be forced to compel with this request by the Indiana Courts.


Thank you.
Expert:  Law Educator, Esq. replied 2 years ago.

You do not need to open any new question, you need to just click on excellent service feedback in here, which you have never done even once in this thread, and I will get credited.

Just change the last line to say, "If I do not receive these documents as entitled by the Indiana Code, I will be forced to pursue legal action to seek compliance with the law and damages plus attorney's fees as well for your willful non-compliance with the laws."

Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 91868
Experience: All corporate law, including non-profits and charitable fraternal organizations.
Law Educator, Esq. and 5 other Business Law Specialists are ready to help you
Customer: replied 2 years ago.

Ok, I sent my letter to the President and the Secretary of the Board about the minutes. Haven't heard a word from them. Didn't think I would. Here is the letter I want to send to them on Wednesday. Can you review and comment? Am I off base, am I incorrect, am I stating it wrong? That kind of thing. Also, there is a meeting Wednesday night. Should I go after sending this letter? This would be the 2nd, I think meeting I would have missed and I don't want to have them terminate me because I have failed to show for 3 meetings, even though I have not gotten notice of them. And should I include a copy of the Indiana Code or just let them look it up themselves? Thanks!


_______________________________________________________


 


Once you became an Indiana Non-Profit you became subjected to many Indiana Laws for being such. In order to remain an Indiana non-profit and therefore a 501(c)(3) organization, you MUST follow these rules and regulations. You have not.


 


As a result of not following these laws, I must inform you of the following:


 


1) I am still on the Board of Directors. This statement is true because:


 


A) The meeting to discuss my termination was not carried out as specificied in IC 23-17-8-2. This statement is true because:


1) Under Section 2(a): the expulsion and/or termination was not (1) fair and reasonable and (2) not carried out in good faith.


2) Our bylaws state: Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three (3) days in advance.


a) I was not notified of the Special Meeting held to discuss my expulsion and/or termination.


3) I was not given an opportunity to be heard, at all.



2) I am currently not receiving notification of the Board meetings and am not receiving the minutes of the meetings. Therefore, based on parliamentary procedures of a non-profit, any meeting that you hold without my notification of such is an illegal meeting and any decisions that are voted on or made at those meetings, are null and


void. This includes the meeting you held to vote on my alleged expulsion from the Board and the organization. There are rules and regulations about holding illegal meetings.


 


3) Core Team. I am still a member of the Core Team. This statement is


true because:


1) I am and always have been a Core Team member. The organization has no formal procedure in place about how to become a Core Team


member nor how to remove anyone from being a Core Team member. Therefore, if you have no procedures to remove a Core Team member, you can not arbitrarily decide to remove me.


 


4) Volunteer. I am still a Volunteer. This statement is true because:




choose to do so now it would be a discriminatory action and would be challenged as such. Discrimination is looked on unfavorably by all Courts of Law.



Therefore, as stated above, I am still on the Board of Directors, I am still on the Core Team and I am still a volunteer. And as such, you must restore all powers and authorities, all email notifications, and all functions to me as is allowed to these roles. I must also receive ALL minutes from any meeting held since, and including August 15, 2012.


 


As I have stated on many occasions, you can not just decide what you want to do and then do it however you choose, especially the President. You must follow the rules under which you are operating as an Indiana non-profit, and a 501(c)(3) organization.


 


If you choose to ignore this and still not notify me of all meetings to which I am a member, if you do not allow me to attend meetings and volunteer, then I will file for a proceeding challenging the expulsion and/or termination. If this procedure finds in my favor, I will also seek damages plus attorney fees for you willful non-compliance with the laws.


 


As a co-founder of this organization, I have worked tirelessly to make it what it is today. I do not want to take these actions that could bring about severe consequences for the organization, including the loss of its non-profit and 501(c)(3)status. However, I also do not want to see some members of this organization continue to exert authority over the organization of which they do not have the right to do so. The organization needs to operate under the proper parliamentary procedures, follow the Indiana Laws governing non-profits and follow the IRS procedures allowing it to remain a 501(c)(3)organization.


 


Therefore, I am proposing a settlement agreement to you. The proposal is as follows: You can still hold a meeting to discuss my termination from the Board of Directors, however, it must be done in accordance with the laws of the State of Indiana and as such, a special meeting must be called 3 days in advance and notice sent out to ALL board members, myself included. At that meeting, discussion must be had on the reasons for the vote of said expulsion and I must be given an opportunity to be heard, a motion for expulsion and/or termination must be made, and a vote taken, all in my presence. However, no matter what the outcome of the vote is, I will still remain a Core Team member and a volunteer for life, with no expulsion and/or termination ever possible. And I must also receive ALL minutes from any meeting held since, and including August 15, 2012.


 


I also require one member of the Board of Directors to attend the course in the Spring of 2013 at IPFW entitled Effective Leadership: The Role of the Nonprofit Board” and one member of the Board of Directors to take a course or workshop on parliamentary procedures for non-profits which course can be found through working with the Kosciusko County Community Foundation. Both of these courses/workshops must be completed by December, 2012. The organization then needs to follow these procedures.


 


Please respond to this settlement proposal no later than 5:00 p.m. on Monday, September 24, 2012.


Thank you.


_________________________________________________________________________


 


 



IC 23-17-8-2


Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations


Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:


(1) fair and reasonable; and


(2) carried out in good faith.


(b) A procedure is fair and reasonable under either of the following conditions:


(1) The articles of incorporation or bylaws set forth a procedure that provides the following:


(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.


(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.


(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.


(c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.


(d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.

Customer: replied 2 years ago.

OH.. I just got a response from the President about my request for minutes.. Here it is..


----------


A formal meeting was not held nor is required to remove a Board member. As stated in our ByLaws "A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

A vote was taken personally during the week of Aug 20, so as not to sway anyone in voting in any way, and then again a vote was taken through email on August 29, 2012. The vote was unanimous. You are no longer a team member of the organization, you have been removed from the team email.


______________


Thoughts?


Expert:  Law Educator, Esq. replied 2 years ago.
They had to call a meeting to remove you according to the law above. I am afraid that at this point you have your answer from the president and now you have to decide are you going to spend the money to go to court over this, as you have grounds to challenge them under the laws and your bylaws.
Customer: replied 2 years ago.

So her statement to me "A formal meeting was not held nor is required to remove a Board member. " violates the Indiana Law I stated above?


True or false?


 


What do you think of my letter that I want to send to them? Is it truthful? Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
It violates the law and their bylaws which say there had to be a meeting which you quoted above in your letter. I thought your letter was just fine.
Customer: replied 2 years ago.

What do you think my chances are in a lawsuit? Can I ask for reinstatement, damages and they pay attorney fees? Where would I file something like this? Would I contact the Secretary of State?


 


Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
In a lawsuit, what you may win would be forcing them to take you back and hold a real board meeting with notice to the board and taking another vote, which may mean that in the end they may still end up voting you off of the board in the long run.
Customer: replied 2 years ago.

Should I leave the IC code out of my letter I send to them?


 


Yes, but could I force them to pay the attorney fees associated with it? And damages?


 


Where would I file something like this? Would I contact the Secretary of State?

Expert:  Law Educator, Esq. replied 2 years ago.
You should use both the Indiana code and the bylaws as well.

Forcing them to pay attorney's fees are discretionary to the judge, not mandatory, so you cannot count on those. For damages, you would have to prove the monetary damages and right now you have loss of membership in the board.

You would file this in the circuit court, not with the secretary of state. And this would take you having an attorney, so you have to weigh whether you want to fight this as a moral battle or not and possibly end up in the long run with being reinstated and then having them hold a new vote and voting you out again.
Customer: replied 2 years ago.

Ok. Can I share this with anyone else besides the board or would that violate some code? I have friends in the core team that want to know what is happening.

Expert:  Law Educator, Esq. replied 2 years ago.
No, you can share it with whomever you like at this point as it is not privileged information.
Customer: replied 2 years ago.

So my long letter to the board stating about still being a board member and why, can be shared with anyone?

 

Can I use this as my closing statement:

 

Please respond to this settlement proposal no later than 5:00 p.m. on Monday, September 24, 2012. If no response is received, the next step will be to file suit in the Kosciusko County Superior Court #1. All Board members can and will be subpoenaed to appear in Court and Core Team members may also be subpoenaed if needed.

 

And so what can they do if I show up for the next volunteer, board and core team meeting since it appears that I still am a board member, a volunteer and a core team member? SHould I take my letter if the police show up?

Expert:  Law Educator, Esq. replied 2 years ago.
When you file your suit you need to seek an injunction preventing them from banning you from the meetings, since there is a dispute as to whether or not you were removed. If you do not get an injunction, they can call the police and create a scene.

Yes you can send the letter out to everyone if you choose.
Customer: replied 2 years ago.

 


Can I use this as my closing statement:


 


Please respond to this settlement proposal no later than 5:00 p.m. on Monday, September 24, 2012. If no response is received, the next step will be to file suit in the Kosciusko County Superior Court #1. All Board members can and will be subpoenaed to appear in Court and Core Team members may also be subpoenaed if needed.

Expert:  Law Educator, Esq. replied 2 years ago.
Yes, you can use that as your closing statement.
Customer: replied 2 years ago.

Looking at the email that the President sent to me, even though our bylaws state that we do not have "members" (which is ironic when they have a group people they call the "Core Team Members"), are they also not in violation of IC 23-17-27-1 or at least a portion of it? Like, 1 and 2?

 

And isn't she saying they also violated IC 23-17-15-2 Action taken without meeting , again because not all Board members were notified or consented (me)?

 

IC 23-17-27-1
Sec. 1. (a) A corporation shall keep as permanent records a record of the following:
(1) Minutes of meetings of the corporation's members and board of directors.
(2) A record of actions taken by the members or directors without a meeting.
(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at the corporation's principal office:
(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.
(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.
(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.
(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.
(6) A list of the names and business or home addresses of the corporation's current directors and officers.
(7) The corporation's most recent annual report delivered to the secretary of state under section 8 of this chapter
.

 

IC 23-17-15-2
Action taken without meeting
Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:
(1) describing the action taken;
(2) signed by each director; and
(3) included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Expert:  Law Educator, Esq. replied 2 years ago.
At the time they took the action, you were a director, which means they did not get your signature and the "last director" did not sign consent. Yes, they are saying they are in violation. They needed to call a meeting for this action.
Customer: replied 2 years ago.

Ok, it's rather long but I would like for you to take a look at it and see what you think. I want to send it out before their meeting tomorrow night to the Board and all "Core team" members. Thanks again.


________________________________________________________


 


 


I have repeatedly asked for and have been denied, certain documents in regard to my expulsion/termination from ODTR. Personality conflicts are not grounds for expulsion/termination from ODTR. This group has done too much good to go down because people fail to discuss their problems with each other or with an arbitrator. This current Board has taken the stance that they can do as they please.


 


Once you became an Indiana Non-Profit you became subjected to many Indiana Laws for being such. In order to remain an Indiana non-profit and therefore a 501(c)(3) organization, you MUST follow these rules and regulations. You have not.


 


As a result of not following these laws, I must inform you of the following:


 


1) I am still on the Board of Directors. This statement is true because:


 


A) The meeting to discuss my termination was not carried out as specificied in IC 23-17-8-2. This is in violation of this Indiana


Law. This statement is true because:


 


1) Under Section 2(a): the expulsion and/or termination was not (1) fair and reasonable and (2) not carried out in good faith.


 


2) Our bylaws state: Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three (3) days in advance.



a) I was not notified of the Special Meeting held to discuss my expulsion and/or termination.



3) I was never notified of the meeting, I was never given a list of the


reasoning behind the expulsion/termination, was not given an opportunity to be heard, at all. ALL in willful and contemptuous violation of Indiana Code of Law.



2) I am currently not receiving notification of the Board meetings and am not receiving the minutes of the meetings. Therefore, based on parliamentary procedures of a non-profit and your violation of


Indiana Law on removal of a Board member, any meeting that you hold without my notification of such, is an illegal meeting and any decisions that are voted on or made at those meetings, are null and


void. This includes the meeting you held to vote on my alleged expulsion/termination from the Board and the organization. There are rules and regulations about holding illegal meetings in the State of Indiana and the actions taken therein.


 


3) Core Team. I am still a member of the Core Team. This statement is


true because:


 


1) I am and always have been a Core Team member. The organization has no formal procedure in place about how to become a Core Team


member nor how to remove anyone from being a Core Team member. Therefore, if you have no procedures to remove a Core Team member, you can not arbitrarily decide to remove me.


 


4) Volunteer. I am still a Volunteer. This statement is true because:


 




choose to do so now it would be a discriminatory action and would be challenged as such. Discrimination is looked on unfavorably by all Courts of Law.



5) You willful and contemptuous Violation of IC 23-17-27-1.


 


A) Under Sec. 1(a)(1) and (2).


 


6) Your willful and contemptuous Violation of IC 23-17-15-2 – Action


taken without meeting.



A) At the time you took the action to not hold a formal meeting for discussion and voting on my expulsion/termination, I was a Board member and you did not get my signature. This means that the "last director" did not sign consent. By your own admission, you are in violation of IC 23-17-15-2.


 


5) and 6) are true because based on an email to the Board President asking for copies of the minutes of the meeting held to discuss and vote on my dismissal as a Board Member, and also the notice that was sent of this meeting, I received the following response:


 


From: XXXXX XXXXX


To: Sandy ; executives


Sent: Monday, September 17, 2012 7:52 PM


Subject: Re: Fw: Meeting



Sandy,


 


A formal meeting was not held nor is required to remove a Board member. As stated in our ByLaws "A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.

A vote was taken personally during the week of Aug 20, so as not to sway anyone in voting in any way, and then again a vote was taken through email on August 29, 2012. The vote was unanimous. You are no longer a team member of One Dog at a Time, you have been removed from the team email.


 


XXXXX XXXXX


 


As is clearly shown above, in an email from the Board President, these actions are in violation of Indiana Codes IC 23-17-8-2, IC 23-17-27-1, and IC 23-17-15-2. All violations of Indiana Codes of Law are taken seriously by the Indiana Secretary of State, the Indiana Courts and the Federal government’s Internal Revenue Services.


 


You also want to quote our bylaws, but you need to quote all of our bylaws and you need to understand that Bylaws do NOT override Indiana Codes of Law. You may also notice on reading the bylaws, that this Board picks and chooses which ones they follow and which ones they do not. A simple reading of the Bylaws will show that they are clearly not being followed in all obligations they have set forth.


 


The bylaws also clearly state that anything done must be “consistent with Indiana law”. As previously stated, I have listed the Indiana laws which the organization has violated.


 


Therefore, as stated above, I am still on the Board of Directors, I am still on the Core Team and I am still a volunteer. And as such, you must restore all powers and authorities, all email notifications, and all functions to me as is allocated to these roles. I must also receive ALL minutes from any meeting held since, and including August 15, 2012.


 


Considering that I have never been told “why” I was removed from the Board, nor did I have an opportunity to face the accusations, it is hard to understand why this Board believes it has any legal grounds to stand on.


 


As I have stated on many occasions, you can not just decide what you want to do and then do it however you choose, especially the President and/or the Executive Board. Because you do not like what I am telling you does not give you the authority to ignore the laws of the State of Indiana. Just because I don’t like to drive 35 mph does not give me the authority to exceed the speed limit. If I do, I will get a ticket and I will be forced by the State to follow its laws and be penalized.


 


The President and/or Executive Board can only take direction from the Board of Directors, not the other way around which this current Executive Board seems to feel that they can do. They are in charge of the day-to-day running of the organization between Board meetings, but you must follow the organizational goals, and seek Board compliance of any action you have taken between these meetings. This especially includes authorizing the expenditure of organizational funds, without the Board ever knowing about it. You must follow the rules under which you are operating as an Indiana non-profit, and a 501(c)(3) organization. Indiana laws have a higher authority level than any Bylaws.


 


As I have also repeatedly begged you to do in the past, I believe that this organization needs to either have a Indiana attorney, well informed about Indiana Code of Law and how they affect non-profits, on the Board and/or at least to come and talk with the Board on just what it means to be a non-profit in the State of Indiana and rules and procedures you must follow in order to stay a non-profit. As you can see, in just one action you have taken, you have violated three (3) Indiana laws. It is a serious matter to violate one Indiana Code of Law, let alone three. How many more you are violating, is a guess? But any one of them can cause the failure of this organization and/or expenditure of funds that were to be for the benefit of animals in our community, going to pay off lawsuits that could have possibly been avoided, because of this Board’s arrogance over what it believes it knows.


 


I don’t believe that any one of us currently on the Board is equipped to handle the obligations and duties of knowing how a non-profit Board should be ran at this point in time. I constantly seek out experts in the appropriate fields to assist me. I believe that this Board should do the same.


 


To facilitate this, I even received names from the Kosciusko Community Foundation (Suzie Light and Brenda Rigdon) of attorneys that would do that. I was informed that the Board felt that they knew all there was to know about non-profits and did not need that. I also felt that the Board was not taking seriously my concerns for how it was operating and asked for and received names of people who were willing to serve on non-profit Boards (again from the Kosciusko Community Foundation) and asked for a Board expansion. I was again told this was not necessary.


 


If you choose to ignore this and still not notify me of all meetings to which I am a member, if you do not allow me to attend meetings and volunteer, then I will file for a proceeding challenging the expulsion and/or termination. If this procedure finds in my favor, I will also seek damages plus attorney fees for you willful non-compliance with the laws of the State of Indiana.


 


As a co-founder of this organization, I have worked tirelessly to make it what it is today. I do not want to take these actions that could bring about severe consequences for the organization, including the loss of its non-profit and 501(c)(3)status. However, I also do not want to see some members of this organization continue to exert authority over the organization of which they do not have the right to do so, nor do they have the knowledge to do it adequately. And for them to continually act in defiance of Indiana laws. Any organization and its Board of Directors that put themselves above the Indiana Codes of Law are acting in a reckless, unprofessional and illegal manner.


 


The organization needs to operate under the proper parliamentary procedures, follow the Indiana Laws governing non-profits and follow the IRS procedures allowing it to remain a 501(c)(3)organization. These unlawful acts that the current Board is doing is jeopardizing the organization and could result in more consequences and more lawsuits in the future unless you, the Board, understand the Indiana Laws governing a non-profit in the State of Indiana. Indiana laws can not be ignored or disregarded by a Board just because they feel they have a right to do as they please or that they are a higher authority than the State of Indiana. This could result in the collapse of the organization.


 


Therefore, I am proposing a settlement agreement to you. The proposal is as follows: You can still hold a meeting to discuss my termination from the Board of Directors, I can not stop that. However, it must be done in accordance with the laws of the State of Indiana and as such, a special meeting must be called 3 days in advance stating the reasons for the meeting and the reasons for said proposal of expulsion/termination of the Board member, and notice sent out to ALL board members, myself included. The procedures for such a meeting must be followed. At that meeting, discussion must be had on the reasons for the vote of said expulsion/termination and I must be given an opportunity to be heard, a motion for expulsion/termination must be made, and a vote taken, all in my presence. I may retain legal counsel to represent me, as per Indiana law. I may also call witnesses, in person or in writing, as per Indiana law.


 


However, no matter what the outcome of the vote is, this settlement agreement will contain the stipulation that a clause must be placed in the organization’s bylaws that is irrevocable, that the original three Co-Founders of this organization (XXXXX XXXXX, April Sheller, and myself) will remain a Core Team member and a volunteer, both for life, with no expulsion and/or termination ever possible unless by death of that Co-Founder or their OWN resignation.


 


I must also receive ALL minutes from any meetings held since, and including August 15, 2012.


 


This settlement agreement also requires one member of the Board of Directors to attend the course in the Spring of 2013 at IPFW entitled “Effective Leadership: The Role of the Nonprofit Board”, one member of the Board of Directors to take a course or workshop on parliamentary procedures for non-profits which course can be found through working with the Kosciusko County Community Foundation, and one member to take a course/workshop on the tax and other financial responsibilities required of a non-profit, also found by working with the Kosciusko Community Foundation. I do not believe that this should be the same member for any of these courses. All of these courses/workshops must be completed by December, 2012. The organization then needs to follow these procedures.


 


This organization needs to be positioned for growth and expansion to help many more animals in need. It should never be based on who is your friend and who is not. It should never be based on who you like and who you don’t. It should never be based on one or two people asserting their views as the only views (and I include myself in this). It should never be based on lies. This organization is not about “us the people” it should be about “the dogs” and the animal needs in our community. This organization needs to understand and capitalize on its strength and the unique talent each member brings to the mix, not whether you personally like them or not.


 


Please respond to this settlement proposal no later than 5:00 p.m. on Monday, September 24, 2012. If no response is received, the next step will be to file suit in the Kosciusko County Superior Court #1 to force you to come into compliance with Indiana laws and to stop your willful and contemptuous violation of these same Indiana Codes of Law. All Board members can and will be subpoenaed to appear in Court and Core Team members may also be subpoenaed, if needed.


Thank you.


 


 


_________________________________________________________________________


 


 



IC 23-17-8-2


Expulsion, suspension, or termination; procedures; limitation of actions; liability for obligations


Sec. 2. (a) A member of a public benefit or mutual benefit corporation may not be expelled or suspended and a membership or memberships in such a corporation may not be terminated or suspended except under a procedure that is:


(1) fair and reasonable; and


(2) carried out in good faith.


(b) A procedure is fair and reasonable under either of the following conditions:


(1) The articles of incorporation or bylaws set forth a procedure that provides the following:


(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension, or termination and the reasons for the expulsion, suspension, or termination.


(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place.


(2) The procedure is fair and reasonable taking into consideration all of the relevant facts and circumstances.


(c) Written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.


(d) A proceeding challenging an expulsion, a suspension, or a termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination.


 


IC 23-17-27-1


Sec. 1. (a) A corporation shall keep as permanent records a record of the following:


(1) Minutes of meetings of the corporation's members and board of directors.


(2) A record of actions taken by the members or directors without a meeting.


(3) A record of actions taken by committees of the board of directors as authorized under IC 23-17-15-6(d).


(b) A corporation shall maintain appropriate accounting records.


(c) A corporation or the corporation's agent shall maintain a record of the corporation's members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.


(d) A corporation shall maintain the corporation's records in written form or in another form capable of conversion into written form within a reasonable time.


(e) A corporation shall keep a copy of the following records at the corporation's principal office:


(1) The corporation's articles of incorporation or restated articles of incorporation and all amendments to the articles of incorporation currently in effect.


(2) The corporation's bylaws or restated bylaws and all amendments to the bylaws currently in effect.


(3) Resolutions adopted by the corporation's board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or a class or category of members.


(4) The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years.


(5) Written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under section 6 of this chapter.


(6) A list of the names and business or home addresses of the corporation's current directors and officers.


(7) The corporation's most recent annual report delivered to the secretary of state under section 8 of this chapter.


 


 


 


IC 23-17-15-2


Action taken without meeting


Sec. 2. (a) Unless articles of incorporation or bylaws provide otherwise, action required or permitted by this article to be taken at a meeting of a board of directors may be taken without a meeting if the action is taken by all members of the board of directors. The action must be evidenced by at least one (1) written consent:


(1) describing the action taken;


(2) signed by each director; and


(3) included in the minutes or filed with the corporate records reflecting the action taken.


(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date.


(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.


 


 


ODTR Bylaws – dated June 6, 2012


 


BYLAWS of One Dog at a Time Rescue, Inc.


EIN: 27-4619044


ARTICLE I – NAME, PURPOSES, AND POWERS


Section 1: The name of the organization shall be One Dog at a Time Rescue, Inc.


Section 2: This Organization is organized exclusively for charitable, scientific and educational purposes.


Section 3: Specific Powers – Incorporation shall include all of the following powers, rights and privileges:


3.1 Sue, be sued, complain, and defend in the Organization’s name.


3.2 Make and amend Bylaws not inconsistent with Indiana Law for managing the affairs of the Organization.


3.3 Purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold , improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.


3.4 Sell, convey, mortgage, pledge, lease, exchange, or otherwise dispose of all or any part of the Organization’s property.


3.5 Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity.


3.6 Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, or other obligations, and secure any of the Organization’s obligations by mortgage or pledge of any of the Organization’s property, franchises, or income.


3.7 Invest and re-invest the Organization’s funds.


3.8 Be a promoter, a partner, a member, an associate, or a manager of any partnership, joint venture, trust, or other entity.


3.9 Conduct the Organization’s activities, and exercise the powers granted by these ByLaws inside or outside of Indiana.


3.10 Elect directors, elect and appoint officers, and appoint volunteers and agents of the Organization, define the duties of directors, officers, volunteers, and agents.


3.11 Make donations not inconsistent with the law for the public welfare of for charitable, religious, scientific, or educational purposes, and for other purposes that further the Organization’s interests.


3.12 Carry on a business.


3.13 To insure the Organization, the property comprising the assets of the Organization and the members of the Board of Directors, the officers, against such risks and in such amount as the Board of Directors may, in the exercise of its discretion, determine to be necessary or desirable in the administration of the affairs of the Organization.


3.14 Do all things necessary or convenient, not inconsistent with the law, to further the activities and affairs of the Organization.


3.15 To employ and retain the services of such lawyers, auditors, accountants, and other professional employees of the Organization in such a manner and upon such terms and conditions as the Board of Directors may, in the exercise of its discretion, determines to be necessary or desirable in the administration of the affairs of the Organization.


3.16 To do such other acts and to exercise all such rights and privileges, although not specifically mentioned in the provisions of this Section 3, as may be reasonably necessary or desirable in the administration of the affairs of the Organization. Such powers may be exercised by the Board of Directors only in implementation of the purposes set forth and consistent with Indiana Law.


ARTICLE II – PERIOD OF EXISTENCE


The period during which the Organization shall continue is perpetual.


ARTICLE III – REGISTERED OFFICE AND REGISTERED AGENT


Section 1: Registered Office. The address of the registered office of the Organization is: 5133 Dovewood Trail, Warsaw, Indiana 46581, mailing address is P.O. Box 76, Warsaw, INNNN-NN-NNNN


Section 2: Registered Agent. The name of the registered agent at that registered office is Julie A. Smith.


ARTICLE IV – MEMBERS


Membership shall not only consist of the Board of Directors.


ARTICLE V – ANNUAL MEETING


Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.


Section 2: Special Meetings. Special meetings may be called by the President.


Section 3: Notice. Notice of each meeting shall be given to each board member, by email, not less than 2 weeks before the meeting.


ARTICLE VI – BOARD OF DIRECTORS


Section 1: Board Role, and Size. The Board is responsible for overall policy and direction of the Organization, and delegates responsibility for day-to-day operations to the Officers. The Board shall have up to nine (9) and not fewer than three (3) members.


Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.


Section 3: Board Elections. Election of new directors or election of current directors to another term will occur as the first item of business at the annual meeting of the organization. Directors will be elected by a majority vote of the current directors.


Section 4: Terms. All Board members shall serve 3 year terms, but are eligible for re-election. The term of office of one third (1/3) of the Board shall expire at each annual meeting of the members.


Section 5: Quorum. A quorum must be attended by at least 51% of the Board members before business can be transacted or motions made or passed.


Section 6: Notice. An official Board meeting requires that each Board member have notice at least 5 days in advance.


Section 7: Officers and Duties. There shall be four (4) officers of the Board consisting of a President, Vice President, Treasurer, and Secretary. Their duties are as follows:


The President shall convene regularly scheduled Board meetings and shall preside over said meetings. The President shall sign all written contracts of the Organization.


The Vice President shall preside over Board Meetings in the Presidents absence. The Vice President shall sign all written contracts of the Organization in the absence of the President.


The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.


The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting notices, distributing copies of minutes and the agenda to each Board member, and assuring that organization reports are maintained.


Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of the Board meeting. These nominations shall be sent out to Board members with the regular meeting notice, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.


Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths (3/4) vote of the remaining directors.


Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member three (3) days in advance.


ARTICLE VII – COMMITTEES


Section 1: The Board may create committees as needed.


Section 2: The four (4) officers serve as the members of the Executive Committee. Except for the power to amend the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.


ARTICLE VIII – INDEMNIFICATION


Section 1: Definitions. As used in this Article VIII, the following terms shall have the meanings stated in the Act, unless a contrary meaning is clearly intended: “director”; “expenses”; “liability”; “official capacity”; “party”; and “proceedings”.


Section 2: Scope of Indemnification. The Organization shall indemnify, in accordance with this Article VIII, every individual who is or was at any time a director, officer, or agent of the Organization, against liability (including, without limitation, all amounts paid by way of settlement of any asserted liability) and reasonable expenses, including attorney fees, incurred by such individual in connection with, or resulting from, any proceeding (whether actual or threatened, brought by or in the right of the Organization, or otherwise, and including any related appeal) in which such individual may become involved as a party by reason of his being, or having been, or by reason of any action taken or not taken in such capacity, whether or not such individual continues to serve in such capacity at the time such liability or expense is incurred, provided the applicable requirements stated in the Article VIII are satisfied.


Section 3: Standard of Conduct for Indemnification.


3.1 Indemnification under Section 2 shall be required only if an individual is determined to have satisfied the applicable standard of conduct stated below:


3.1.1 In the case of a proceeding other than a criminal proceeding:


3.1.1.1 The individual’s conduct was in good faith; and


3.1.1.2 The individual, acting in his official capacity or otherwise, reasonable believed his conduct was not opposed to the Organization’s best interest.


3.1.2 In the case of a criminal proceeding, the individual:


3.1.2.1 Has reasonable cause to believe his conduct was lawful.


Section 4: Authorization of Indemnification.


4.1 Except for mandatory indemnification under Section 5, the Organization may not indemnify an individual under this Article VIII, unless authorized in each specific case after a determination had been made that indemnification is permissible because the individual has met the necessary standard of conduct specified in Section 3.1.


4.2 The determination shall be made by any one of the following procedures:


4.2.1 By the Board of Directors, by a majority of a quorum consisting of directors not at the time parties to the proceeding.


4.2.2 If a quorum cannot be obtained under subsection 4.2.1, by a majority vote of a committee duly designated by the Board of Directors (in which designated directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding.


4.2.3 By special legal counsel either:


4.2.3.1 Selected by the Board of Directors or its committee in the manner prescribed in subsection 4.2; or


4.2.3.2 If a quorum of the Board of Directors cannot be obtained under subsection 4.2.1, and a committee cannot be designated under subsection 4.2.2, then selection by a majority vote of the entire Board of Directors (in which selected directors who are parties may participate).


4.3 Authorization of Indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection 4.2.3 to select special legal counsel.


Section 5. Mandatory Indemnification.


5.1 The Organization shall indemnify an individual who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director or officer of the Organization, against reasonable expenses incurred by such individual in connection with the proceeding.


5.2 The evaluation of the reasonableness of expenses shall be made in the same manner as the procedures specified in subsection 4.2.


Section 6: Indemnification Provisions Not Exclusive. The provisions in the Article VIII regarding indemnification are not exclusive, and shall not limit in any way indemnification which is permitted by law.


ARTICLE IX – AMENDMENTS


These Bylaws may be amended when necessary by a two-thirds (2/3) majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board notices.


ARTICLE X – ADOPTION


These Bylaws were approved and adopted at a meeting of the Board of Directors on June 6, 2012.


 


 


 



 


 

Expert:  Law Educator, Esq. replied 2 years ago.
I believe you have covered everything very professionally and very much to each point you had to make and I would not suggest changing anything. I think this has described not only your position but proposed a fair resolution of the matter.
Customer: replied 2 years ago.

Ok. I sent it. Both to the Board and the core team members. Now we wait and see what they say for the next step. Thank you so much. Do you want to know what happens with the letter and any responses I receive?

Expert:  Law Educator, Esq. replied 2 years ago.
Sure you can keep me posted and also come back if you have any other questions.
Customer: replied 2 years ago.

Sent the letter to the Board, the "Core Team" members and some key volunteers. My first, and only response was from the President who wanted to meet me tonight (again at the Martin Supermarket Deli). "Meet tonight at Martin's. Same place. Please confirm."


 


Did I ask somewhere if a meeting held in such a place was "confidential" due to it being in a public place where people could just sit by your table and overhear?


 


I inquired as to what it was for and she said "Board meeting. Will you be there?" I again asked for an agenda and she replied " Agenda: Talk to Sandy Purpose of the Meeting: Talk to Sandy. Please confirm your attendance." At that time I also noticed that I was the only one any of the emails distribution list.


 


I replied, no. If this is a special meeting, then you are still violating the same Indiana laws I referred to in my letter. I would only attend any meeting that followed our bylaws and Indiana Codes of Law.


 


She then sent me one back saying meeting postponed to next Wednesday.


 


Then she must have realized that I sent the letter out to people other than the board because she sent this email out I think not realizing that my name was on the distribution list. She sent this to us and our volunteers This was ok to send out to anyone I wanted to, right? I think she is angling here to say this was a breach of confidentially and I only wanted to stir up the volunteers. (She must have gotten notified by a volunteer who wanted to know what was going on.)


 


I still feel that she is pushing for only herself to talk to me because she has violated the same reasons they are giving for my termination and I told her that I would tell the board as such when they said that was why they were terminating me. Can't do one without the other. I also believe that she is the one stirring up the pot against me.


 


Did I also tell you that she had my organization email account deleted so any old email message showing such evidence would be lost. However what she does not know is that I keep all email accounts (this particular one was a google one) on my hard drive.


 


One of those volunteers emailed me and asked me what was going on and I calmly explained my same position about them violating Indiana Law. I told her I would be more than willing to sit down with a mediator. She is a strong influence on the organization and a big money supporter. We will see what goes there.


 


However, from emails I have received I am getting a vibe that the President and/or other members of the Board are telling their side of the issues and are only focusing on getting me off the Board. And that is NOT the issues. I fully intend to be voted off of the board, as you previously said, but I want them to do it the right and legal way!


 


But what is really disturbing to me is that the President is telling others outside of the Board and Core team members that one of the reasons they let me go was "forwarding/sharing of confidential and/or private correspondance between ODTR board to outside persons not associated to ODTR".


 


Now as I said, I can point out the exact thing that the President did and I told her before any vote was taken that I would go to the Board with that detail. She does not want to be caught in her own words.


 


But what concerns me is that she is saying this, and my job is HIGHLY dependent upon confidentially. This could affect my job and get me fired.
I have no direct knowledge that she is saying it, just vibes from emails. What can I do to head this off?


 


Thanks.


 

Expert:  Law Educator, Esq. replied 2 years ago.
You did not share any confidential correspondence, she sent you a letter you were off the board. The letter you sent was certainly not confidential unless she is asserting removal of a board member was done in secrecy in violation of the Indiana law. She seems confused, but it seems you have gotten her attention now because she is acting as though she knows she made a mistake and is trying to cover her tracks and call a meeting with proper notice and if she raises the confidentiality issue in the meeting you need to raise the fact she is trying to violate the law in secrecy and that you sent nothing out that was confidential since she chose to violate the law in trying to remove you and you are moving the board they remove her for her willful and malicious violation of the state laws and turn the table on her
Customer: replied 2 years ago.

Did I ask somewhere if a meeting held in such a place was "confidential" due to it being in a public place where people could just sit by your table and overhear?


 


But what concerns me is that she is saying this (that I violated confidentially) and my job is HIGHLY dependent upon confidentially. This could affect my job and get me fired. I have no direct knowledge that she is saying it, just vibes from emails. What can I do to head this off?


 


 

Expert:  Law Educator, Esq. replied 2 years ago.
She is making idle threats, unless you did something before all of this that violated some type of confidentiality, you certainly did nothing violating confidentiality dealing with this matter as I said. s
Customer: replied 2 years ago.

She has ignored all attempts to contact her (pres). I tried to get a 3-rd party to mediate but she told her she would not and if the mediator pressed, she would be out too.


 


Now what? Go ahead and send my letter to someone at the State level and if so, who?


Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
At this point the state is not going to get involved in this matter, you need to now file suit if you want to try to resolve it and change the situation.
Customer: replied 2 years ago.

Received a reply from an attorney the group obtained and gave my letter to. He stated "You have raised several issues concerning the proceedings by which you were removed from the Board of Directors and expelled as a member of the corporation. There may be some validity to the issues raised by you as to whether the requirements of state law were followed exactly." (All I wanted them to do in the first place and they needed to hire a lawyer to do it.)

 

He goes on to say "I have advised Ms. Smith that I will prepare the necessary documents to schedule an appropriate meeting to ratify the informal action previously taken." "In the meantime, it appears that you have chosen to undertake a campaign of derision in regard to not only the remaining members of the corporation but the corporation itself and it activities. The mere fact that technicalities may not have been met in your expulsion and suspension is not justification for libelous or slanderous statements in regard to individuals or businesses. I would ask that you refrain from continuing to make negative statements concerning the corporation members or operations, particularly if those statement might interfere with donations that otherwise would have been received by the corporation. Continued actions in this regard on your behalf could be considered actionable." (I assume he is talking about the letter I sent to the Board, the Core Team, the volunteer coordinator, and 2 of my friends.) Was there any thing wrong with that letter? You said I could send it to whomever I pleased. Is there something I can answer him with. I have done nothing else, not sent it to anyone else, nor talked to anyone else about it.

 

He goes on to send me a "formal notice in compliance with I.C. 23-17-8-2 to promptly resolve this matter." And sets it on a date and time that I can not attend. Can I request another date & time? Can I also request anyone to attend with me?

 

Also in IC 23-17-8-2 it states " (B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place." Who is this "person authorized to decide"?

 

Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
It is not libel or slander if it is the truth and you can reply to him that as you are speaking the truth, his allegations of slander and libel are without merit and frivolous.

It is the board who is to decide by vote of the entire board, since the bylaws do not authorize any one person to do this. You can bring someone with you, you do not need to request it. They do not have to reschedule the date of the meeting if they choose not to do so, thus, you need to make arrangements to attend and you may want to consider bringing your own attorney with you to the meeting.
Customer: replied 2 years ago.

Do I really need to bring an attorney? They have agreed to have the proper meeting. That is what I originally wanted in this whole fiasco. I want to be able to hear what they say, and answer it truthfully. I fully expect them to oust me no matter what I say. It is like a high school girls clique and they all take what they are suppose to do and say from the popular one which leads it (in our case the President). Because I have pissed her off and threatened to call her out over her actions, she wants me gone. None of them will go against her actions. However, am I correct that she has no vote unless it is a tie?


 


If I bring someone with me (can I bring more than one) and they say they can't be there and want them to leave, what do I say to that?


 


What does this mean


in IC 23-17-8-2 it states " (B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension should not take place." Who is this "person authorized to decide"?


 


And do I have the right to demand that they put me back on the board and attend all board meetings until the October 29 meeting?


 


And can I ask that the meeting be rescheduled and see what they say?


 


Thanks.


 


 

Expert:  Law Educator, Esq. replied 2 years ago.
I would advise to bring an attorney, since it sounds like you may be walking into a rigged meeting where they may have already predetermined your fate and are going through the motions now because they made a mistake before and having an attorney there with you will make them think twice.


If your bylaws do not authorize one particular person, it is the board who is authorized and they have to vote and you have the right to present your case to the board or whoever the board designates.

You can only ask to reschedule the meeting, but they do not have to reschedule it and if they refuse, then you have to find a way to appear.

As you contend you were never properly removed, you need to contend you are automatically back on the board, but they can continue to refuse and then you would have to go to court over it.
Customer: replied 2 years ago.


If I bring someone with me (can I bring more than one) and they say they can't be there and want them to leave, what do I say to that?

 

And believe me, I know it is a rigged set up. I know this woman well. She went to a lawyer because she was upset that I sent the letter out to one friend of mine in particular. I am sure that she went to a lawyer thoroughly convinced that she was right and I was wrong. She must have been surprised when the lawyer agreed with me. She is now pushing her case even farther against me. In fact, one of the reasons they are giving to oust me is a new one that has to do with the letter I sent out. "engaging in activities detrimental to the continued existence of the Corporation"

 

And frankly they (she in particular) are so arrogant (as shown in them not following Indiana statutes to being with and her making the comment that she can do what she wants because she is the president) that it would not matter who was there or even if I brought an attorney. She believes that she can do what she wants whenever she wants.

 

 

Expert:  Law Educator, Esq. replied 2 years ago.
You can bring one person as your representative and this is why you need to bring an attorney on top of you knowing the fix is in. If you show up with your attorney, then they will be intimidated and will behave themselves, because they know a suit would be following if they step out of line.
Customer: replied 2 years ago.

Shouldn't their attorney be present to see that also?


 


How do you think that they might step out of line?

Expert:  Law Educator, Esq. replied 2 years ago.
Whether or not there attorney is present is up to the board to ask him to show up. As far as stepping out of line, if the board president acts like you said, she may try to run the meeting and dictate how the board members would vote or who knows what she may do in the meeting, you need to be prepared and protect yourself.
Customer: replied 2 years ago.

Oh I have no doubt that she will try to bend the Board to her will and as I have previously stated, I assume that she will. However, it would not make a difference to her who is there, she will still act that way.


 


If I bring an attorney or someone else, what do I say to her if she tells me that they can not be there?

Expert:  Law Educator, Esq. replied 2 years ago.
If you bring an attorney you have a right to representation at your hearing, but a third party who is not an attorney could be refused admission to the meeting as it can be a closed meeting.
Customer: replied 2 years ago.

This is the letter I intend to send to the attorney. What do you think?

If my attorney can't make it on the 29th either, can that cause a delay?

 

Thanks.

------------------------------------------------------------------------------------------

This letter will serve to acknowledge receipt of your two letters dated October 3, 2012 and the Notice of the Special Meeting for the Board of Directors of ODTR. As you acknowledge in this letter, requirements of the Indiana State laws were not followed and therefore that vote that was taken illegally, is null and void.

So saying, please explain this to your clients and notify them that I am still on the Board of Directors, I am still a core team member and I am still a volunteer until such time a legal meeting can be held and a vote taken on the issue. Therefore, I expect that my ODTR email mailbox will be restored to me no later than 5:00 p.m. on Tuesday, October 9, 2012 and as a part of this mailbox restoration, I will also be added to the distribution list for executives (used for ODTR Board Members), team (used for team members) and as a volunteer.

Also instruct your clients that I am to get the notification of any upcoming meetings of these aforementioned groups and that I will attend. I am also to be sent the minutes of any meetings held by any of these groups, beginning with, and including the August 15, 2012 meeting. These minutes need to be sent and received by me no later than Wednesday, October 10, 2012 at 5:00 p.m., after restoration of the email mailbox and distribution lists are completed on October 9, 2012. Any deviation of these actions will be taken as a contemptuous act by ODTR and their violation of Indiana laws.

In reference to your statement “…is not justification for libelous or slanderous statements in regard to individuals or businesses.”, I can only say that as I am speaking the truth, you allegations of slander and libel are without merit and frivolous.

However , in a recent newsletter to sent to many individuals of the organization Ms. Smith states “I wanted to let you know we have had some recent changes to our board, due to circumstances that we felt needed to be addressed. We are saddened that we lost a member of our board. However, sometimes passions and missions change and they no longer work together with our common goals (love of the dog!). Some of you may have received emails that were less than flattering toward our rescue and/or volunteers. We know that sometimes when a person is hurt or angry, they are unable to look at the greater good, and instead cause issues due to an agenda of their own. I want to assure you that we are working to get this situation under control..” are most definitely leaning on the slanderous side as Ms. Smith has absolutely no idea what my “passions and missions” are. The statement that I am “no longer work together with our common goal (love or the dog)” is completely false and slanderous and the statement “unable to look at the greater good, and instead cause issues due to an agenda or their own” is also false and slanderous. This will be addressed in a separate matter through my attorney as this has caused me irreparable harm in the rescue community.

Regarding the meeting of October 29, 2012, I would like to request a rescheduling of this as I already have a previously scheduled appointment on that day and time. I also intend to speak to my attorney on Monday, October 8, 2012 and find dates that will fit into his schedule. Are there any dates on your calendar in November, 2012 that are not good for you?

I expect to have my ODTR email mailbox, distribution lists and meeting minutes all restored and sent to me as listed above and by the dates listed above.

Thank you for your anticipated consideration and cooperation in these matters

 

 

____________________________________________________________

 

And my however statement is true. It has caused another rescue group to say that they can not work with me if I do not care about the animals and have another agenda besides doing rescue.

Customer: replied 2 years ago.

If I sue her for slander, what type of case would that be and in what type of court?

Expert:  Law Educator, Esq. replied 2 years ago.
You could sue her for slander if she makes known false statements against you and you can prove an actual financial loss. You can sue in small claims or the district court, it all depends on the amount of your actual losses.
Customer: replied 2 years ago.


does the letter ti the attorney sound ok?

Thanks

Customer: replied 2 years ago.

does the letter ti the attorney sound ok?


 


Thanks

Expert:  Law Educator, Esq. replied 2 years ago.
Sorry, yes, the letter is fine to send the letter.
Customer: replied 2 years ago.

Ok. So of course they won't do what I asked and reinstate me until the 29th. They also told me that no one outside of ODTR membership may be there. Hum.. since our bylaws state that we have no members, guess than means no one. They said not even a lawyer.


 


Guess I am on my own, if I choose to continue. I want to request from them all the minutes from all the meetings ever held for executive & core since the beginning. Since I am a co-founder and also have been on the Board since then, am I allowed to do that and is there an Indiana law that covers that?


 


Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
Your rights to the minutes will end up being based on the above statutes we have already discussed. As a private non-profit without members you have to show how they are not following their own bylaws to get a court to order the disclosure of the board meetings as there are no members specified in the corporate formation documents.
Customer: replied 2 years ago.

I am finding more and more iregularilitaries in this organization and the Executive Board, the more I talk to other people. In the State of Indiana is there anywhere that I can document this and send to them? Like who regulates non-profits in the State of Indiana and to the IRS?


 


Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
The IRS regulates non-profits, that is who you report them to. If they are breaking the state corporations laws then you report them to the Indiana Secretary of State and the Attorney General's office.
Customer: replied 2 years ago.

BTW, are you available for hire?

Expert:  Law Educator, Esq. replied 2 years ago.
Unfortunately, the site rules forbid us from representing anyone from this site in order to maintain the independence of this site and integrity of our information.
Customer: replied 2 years ago.

I know, I just love working with you and you are so knowledgeable.

Expert:  Law Educator, Esq. replied 2 years ago.
Thank you.
Customer: replied 2 years ago.

Back to liable and slander, the President sent out a newsletter to all of the organization supporters. Not me, she took me off her list. She stated regarding me (although she did not name names, anyone close to the org knows it is me) "However, sometimes passions and missions change and they no longer work together with our common goals (love of the dog!). Some of you may have received emails that were less than flattering toward our rescue and/or volunteers. We know that sometimes when a person is hurt or angry, they are unable to look at the greater good, and instead cause issues due to an agenda of their own."



Nothing could be further from the truth. The whole issue was over how a dog was treated and whether we could help out another rescue organization. She is also referring to the letter I sent that we worked on. Several rescue groups that I was working with no longer want to work with me. I also have a pet sitting business and several people said they will not work with me because they feel that I have hurt the organization and do not care for animals because of her comments.


 


Is there anything I can do about this newsletter or what she said? It is ALL untrue.

Expert:  Law Educator, Esq. replied 2 years ago.
That is her opinion, she is not making any known false statements that are causing you direct financial harm. Based on the facts available, you have claimed she had her own agenda and she is claiming you have your own agenda, these are opinions and not legally sufficient for defamation/libel I am afraid.
Customer: replied 2 years ago.

Ok. I did find out the two of things she is going to accuse me of is breach of confidientiality at a Board meeting. And I did tell someone that we had asked for a vote and it was tabled. The Board President also called this individual and told her the same thing and according to this person, also told them more than I did. Basically about the entire meeting. Now our board meetings are always held in a public place where anyone sitting near by can hear and other non-board members come and sit in at the meetings. We have never stated that they are confidential or anyone can't sit in. So is this a confidentially issue?


 


She also is going to slam me on an email that I sent to this same person from a board member about the meeting and her opinion of me. Now, I can't verify because the President wiped my email out but I think I paraphrased it and did not forward the actual email. Is this an issue? Would it make a difference if it was the actual email or paraphrased?


 


And I have actual proof that the President discussed this and other organizational issues with someone else not on the board. Should I bring this up at the meeting?


 


I also have proof that she lied as to when I was outsted because before she told me and before she said the actual vote was taken, someone else not on the board was telling other people that another person was taking on responsibilities that I was performing at that time. This was my first clue as to what the Pres was doing. Should I bring this to the meeting?


 


Thanks.

Expert:  Law Educator, Esq. replied 2 years ago.
No, if the board has open meetings, it is not a confidentiality issue, but we have been saying you did not breach confidentiality. Again it is her opinion.

It is also her opinion you are wrong, just like in your email you accused her of her being wrong. These are arguments and opinions and you both have given them and neither are defamation/libel.

The lies she told about voting you out, that is what you are in the middle of disputing now, but this is still not defamation, it is a disagreement and part of your legal battle. Do not lose focus and do not try to move this into something that it really likely is not.

They made mistakes. You have them on those mistakes, the barbs you and she have thrown at each other, she could just as easily claim you defamed her as you are now claiming she is defaming you and you both have done your share of making comments on your opinions.
Customer: replied 2 years ago.

Ok. You're right. And I really don't want to be back on the Board and I am not even sure I want to be in the organization. But, should I bring those documents I mentioned with me to the meeting?


 


I am sure this all just a formality because they contacted a lawyer to tell me to stuff it and found out I was right and now they are going through the "formal" way to outst me. I really do think it is a personal issue with her.


 


Their lawyer told me that I could have all the minutes and should have been available by 10/18. Then when the 18th went, he said I should have had them already. When I pointed out my email was deleted and my accessed removed from where they are stored, he is telling me that he can't get them from the group. (Probably because they are not there).


 


Another violation of Indiana Law?

Expert:  Law Educator, Esq. replied 2 years ago.
Yes, bring your documents with you. Yes, they are in violation for not having any minutes of the meetings of the board. Again, these are all types of violations that need to be reported to the Secretary of State and the IRS and they have to take action as these are administrative violations.

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA
 
 
 

Related Business Law Questions

Chat Now With A Business Lawyer
Law Educator, Esq.
Law Educator, Esq.
Business Lawyer
91868 Satisfied Customers
All corporate law, including non-profits and charitable fraternal organizations.