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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 92559
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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Hi.... How can I word a section in my non-profit bylaws that

Customer Question

Hi....
How can I word a section in my non-profit bylaws that protects the Founder: creating a membership where the founder is the sole member and changes are not made with out his or her approval? I have spent years, money, sweat and tears forming this organization and while I understand I will not own it, I would like to do my best to protect my vision and mission.
Submitted: 1 year ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 1 year ago.
Thank you for your question and for asking for me again.

You can state, "Founder or their named successor shall remain the sole member of the organization and shall have the right to veto any decisions made without his or her approval."

This is the simplest way of doing what you asked.




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Customer: replied 1 year ago.

ok, and what section specifically would I include this statement?

Expert:  Law Educator, Esq. replied 1 year ago.
It would be in your Board of Directors or Governance section of the bylaws.
Customer: replied 1 year ago.

ok, last question. In the Article of Inc. it states the organization will not have members. Is this a simple amendment with my Secretary of State?

Expert:  Law Educator, Esq. replied 1 year ago.
You do not have to call yourself as founder a member, that prevents you from changing the articles of organization.

You can just state that "Founder or their appointed successor shall have final say on all decisions of the organization and shall have the right to veto any decisions made without his or her consent and approval."
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 92559
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 1 year ago.


This is under BOARD OF DIRECTORS does the sentence flow legally?




Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is XXXXX by law or by these by-laws for a particular resolution. The founder or their appointed successor shall have the final say on all decisions of the organization and shall have the right to veto any decisions made by the Board of Directors without his or her consent and written approval. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

Expert:  Law Educator, Esq. replied 1 year ago.
Yes, that flows. You also need to add in the section about removal of directors that "Founder cannot be removed by the board of directors unless Founder is deemed by a court of competent jurisdiction to be mentally or physically incompetent to perform and in such a case a successor named by the Founder shall replace the Founder."

In conjunction with this, you need to name someone who will be your successor in the event this happens.
Customer: replied 1 year ago.
Would the successor "need" to be named and where and would the section in our will that deals with our businesses suffice.
Expert:  Law Educator, Esq. replied 1 year ago.

Thank you for your response. The successor can be named at any time if you want to name one in the event you become incapacitated and the will would suffice only in event of your death, but not incapacity.

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Law Educator, Esq.
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All corporate law, including non-profits and charitable fraternal organizations.