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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 110530
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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We are members of a Florida non profit trade association. My

Customer Question

We are members of a Florida non profit trade association. My husband is running for the board of directors. The organization is planning not to follow the by laws and elect fewer board members in an effort to keep some nominees from winning. What is the law on this? What is our recourse?
Submitted: 3 months ago.
Category: Business Law
Expert:  P. Simmons replied 3 months ago.

Hello! My name is ***** ***** I am a licensed attorney with more than 18 years of experience. I am here to assist you with your questions. Please understand that if I ask you for additional information, you are NOT charged again and our communications are NOT timed. So please see this as a relaxed conversation between friends. I am here to help

Also, if you would like to chat on the phone, let me know and I can make that happen.

I am sorry for this dilemma.

If the board of directors is not following the bylaws of the organization? There is a path to force them to do so.

The trade association is a legal entity...they are required to follow the law and the director's are required to follow the bylaws.

You can hire an attorney and sue the organization...the judge can order that this organization follow its rules.

Please let me know if you have more questions. I am happy to help if I can. Otherwise, please rate the answer so I may get credit for my work.

Customer: replied 3 months ago.
Can you refer me to a written statue that says they must do this and who is liable? I would hope to end the problem with showing them facts without the lawsuit.
Expert:  Law Educator, Esq. replied 3 months ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
I am a DIFFERENT CONTRIBUTOR as your previous contributor had to leave.
First off, this is a general principle of non-profit and corporation law that a board of directors and an organization is bound by their bylaws. So that is the common law on corporations that applies in FL. In addition to that general principle though, it is called the principle of "ultra vires" and it is codified at FS(###) ###-####and it basically says a member can challenge an action of any board that does not follow their own bylaws and rules. If an organization is not following their own bylaws, then any member can file suit in court for a declaratory judgment and to have their actions declared "ultra vires" or outside of the scope of power of the board.