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Ellen, Attorney
Category: Business Law
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Experience:  25 years of experience helping people like you.
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Are properly enacted amendments to a 501c corporation legally

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Are properly enacted amendments to a 501c corporation legally binding?
*Nothing herein is intended as legal advice, only intended as general information to better help yourself.*


Thank you directing your question to me. I will do whatever I can to answer your questions!

The Board of Directors is required to abide by the current bylaws as currently amended. It is circuitous reasoning to state that the bylaws don't apply because they have not been followed. The Board has a fiduciary obligation to adhere to bylaws. The Board may be able to take action under the bylaws to amend or revoke previous bylaws however any Board action or amendments must occur as directed in the current bylaws

I would be glad to continue our conversation and respond to any follow-up questions that you may have.
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Customer: replied 3 years ago.

What can I do when the president of the board says that "our legal "advisor" has said the amendments are not "binding" - what does that even mean?

This has led to the wrongful termination of a volunteer and discrimination of a woman board member. They are saying that they do not have to follow certain amendments because the current board did not know about the documents.

I have all the documentation and voted records of the previous board that incorporated the amendments in to bylaws. What can I do?

Hi Olivia,

The Board of Directors has a fiduciary duty to the Corporation. One of those duties is to enforce all the bylaws, rules and restrictions fairly and nondiscriminatorily and to act in the best interest of the corporation. When the Board fails to do so, an action for breach of fiduciary may be filed with the court. The court can remove the director and/or assess damages.

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