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TexLaw, Attorney
Category: Legal
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Experience:  Lead trial/International commercial attorney licensed 11 yrs
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We are a very small nonprofit organization (not incorporated)

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We are a very small nonprofit organization (not incorporated) and a new President has just taken office and is violating bylaws; offending members; spending money we worked hard to raise for scholarships and charities (does not have that authority); and changing everything from the name of our organization to what we stand for. We want to get rid of her but have been told it is a lengthy process which we cannot afford emotionally or monetarily. Our members are ready to leave they are so frustrated and angry. They look to a few of us for answers but we have none. We have worked so hard and though it is hard to walk away we are at that point.

Our bylaws simply state "Installation of new officers shall be held at the December meeting and they shall take office on January 1" and later "In case of a vacancy occurring during the club year; the Executive committee shall appoint a member to fill the post; except the President; in which case the Vice President automatically becomes President." There is no stipulation on how to remove an officer or how that vacancy may have occurred. After consulting Robert's Rules of Order we are still confused because our bylaws only infer that the office is for a 1 year term. It is not clear whether the vacancy occurring is caused by resignation or termination by the group.

Querying the membership we have much more than two thirds who want her gone. A few others want to give her a chance but she has been given three months of chances and is bringing in her "army" to take over. Her words. We have been warned by one of her proponents that "she has had three prior lawsuits and has won them all." Before an 89 year old organization who should be preparing to celebrate 90 years is completely changed and decimated is there anything we can do to simply remove her from office? We put our faith in her to help us and continue our revitalization which has been slow but very successful Instead we have 14 points stating how she has violated our bylaws with no intention of rectifying those actions; has been disrespectful to members and other organizations we deal with and has threatened the position of our group in the community. This includes her frequent disrespect of our retired members and the fact that they are not as capable and financially able to aid in some of our activities. There is so much more she has done and we are desperate. Please help us.

I want to be certain that I understand where you are starting on this question. You said that the organization is unincorporated? Are you certain that is correct?

Is there any business entity charter filed with the state regarding your organization?

I look forward to hearing back from you.

Customer: replied 3 years ago.

We are not incorporated. We are a Business and Professioinal Women's group that is also associated with the hospital auxiliary. I have not seen a chart anywhere in my records.

Thank you for your response. Just to be absolutely clear, has your association been advised by an attorney in the past that it does not have to incorporate under state law?
Customer: replied 3 years ago.

We are 89 years old and I have no idea if they ever had an attorney or if we were advised to incorporate. We cannot afford an attorney. We have a $1500 budget where all of that money we is raised and then given away in the form of scholarships or donations.

Thank you for your response.

As an unincorporated association, your association does not have a formal board of directors or president which is empowered by state law or holds any rights under state law.

In situations like these, the organization is treated as a partnership. Thus, the president may simply be removed by a majority vote of the members.

Please let me know if you have further questions or would like to discuss other aspects of your questions (such as non-profit corporate status and 501(c)(3) status). Please also consider rating my answer positively so that I am compensated by the website for my work on your question.

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