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socrateaser
socrateaser, Lawyer
Category: Legal
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Experience:  Retired (mostly)
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how can i extract myself from an association? I volunteered

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how can i extract myself from an association? I volunteered to be interim Exec Director to get started, incorporated, bank acct, etc. and now I am passing the baton and want to ensure I'm legally no longer affiliated or responsible. Other than transferring the bank account, what do I need to do? It's incorporated in Delaware. Thanks.

Submitted: 10 months ago.
Category: Legal
Expert:  socrateaser replied 10 months ago.
Hello,

Before I discuss your question, I'm wondering if you could share with me why you may believe that you have any special obligations concerning your activities as interim director?
Customer: replied 10 months ago.

The association is a membership professional association with mostly academics and students who have an interest in the particular topic. I have been responsible for all activities, including banking, forming corporation, etc. and am leaving in part because of ethical concerns about the interim board, including violating their own conflict of interest policy, delaying election of leadership as established by bylaws, and generally not getting the idea of running a corporation includes some sense of adherence to rules and fairness. I suppose it's not so much that I believe I have special obligations, only that I am paranoid they will continue to do stupid things. I want to make sure I am legally completely in the clear. Even if it's a letter I can have the board send me saying clearly that I'm relieved of all obligations to and liability from xxx, etc. Thanks.

Expert:  socrateaser replied 10 months ago.
Can you tell me the legal form of the association?

nonprofit corporation, unincorporated nonprofit association, or something else?
Customer: replied 10 months ago.

non-stock, nonprofit corporation, although nonprofit status is still under review by the IRS.


 

Expert:  socrateaser replied 10 months ago.
Under DC corporations law, you cannot be held liable for any actions taken by you as long as they were done in good faith and based upon well-informed business judgment.

A simple resignation letter is ordinarily sufficient to end your term as director. However, in this case, if you have various account authorities, then I would turn them over to someone else in charge, and get a signature from that person acknowledging the turnover, so that you have evidence of your no longer being able to access the account. Ideally, you would want the entire remaining board to acknowledge your resignation and that you no longer have any further liability for the association business. But, you may not be able to get that, if they are looking to make you the "scapegoat" for their own liability (whatever that may be).

At a minimum, you need to be able to evidence the date of your resignation via the letter to the board, so I would send it to each member individually, certified mail, return receipt requested.

Hope this helps.
Customer: replied 10 months ago.

Thank you. You reference DC corporations law but the organization is incorporated in Delaware. Am I held to DC or DE law, or are they different with this regard?


 


 

Expert:  socrateaser replied 10 months ago.
Delaware law is substantially the same, except that under Delaware law, the board has the express power to indemnify a director. So, you can request indemnification by the board for your actions as interim director. I have no idea what they will say, but you can certainly ask.

Hope this helps.
socrateaser, Lawyer
Category: Legal
Satisfied Customers: 33499
Experience: Retired (mostly)
socrateaser and 16 other Legal Specialists are ready to help you
Customer: replied 10 months ago.

Thank you!


 

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