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A non profit incorporated in 1987 with about 80 members to

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A non profit incorporated in 1987 with about 80 members to meet the religious,social and cultural betterment of its members.The non profit brought a property and building in 1988.
There were two types of membership:1. Life-time members who are members for life for payment of a higher contribution and 2.Non-Life time member who become member from year to year .By 2002 there was disharmony in the community and a members started to quiet the community.From 2009 on wards the control of the building and property ended up two people who call themselves the "community" and them them the 'directors'.They do are renting the community hall to the public and pocketing the moneys with no body to look over them.In June of 2013 about 45 old time members reconvened as the old community(which include a majority of Life time members).But the two members community is putting stipulations like Life time members pay 1000.00 per year of default and new members pay 3000.00 for entry.They claim amendments to the Bye Laws made which make them valid.They have an attorney.The 45 members have one too.Please advise and any advise will be greatly appreciated.
I'm sorry to hear this.

I have to ask where this happened.
Customer: replied 3 years ago.

In Stafford,TX 77477

Have you seen the amendments to the by-laws?

http://www.sos.state.tx.us/corp/nonprofitfaqs.shtml#NPC8
states:
"Section 22.351 of the Texas Business Organizations Code gives a member of a nonprofit corporation, on written demand, the right to examine and copy the corporation’s books and records. The member, or the member’s agent, accountant, or attorney, may examine and copy these records at any reasonable time and for a proper purpose. Section 22.352 also requires a nonprofit corporation to maintain financial records in accordance with generally accepted accounting principles; the board of directors is required to prepare or approve an annual financial report for the preceding year."

Customer: replied 3 years ago.

They are disputing my right as a life time member (makes a member of the non profit for life) based on the fact that I was did not pay the yearly dues for all these ten years.The two member community claim that amendments were made to the constitution in my absence which entitles them the right to charge 1000.00 fine per year of delinquency.According to them I am not member,but member of public.Accordingly they are not obliged to show amendments or minutes to the public.About the financial records: they provided papers which is supposed (?) to be audited by a private individual for the last three years.It give some income and matching expenses.


 

The page I linked to also states:
"The Texas Attorney General has statutory authority to (1) investigate charities that operate as nonprofit corporations, and (2) inspect the books and records of all corporations, including nonprofit corporations."

It sounds like the corporation has been hijacked by those two.

I believe it would be appropriate to raise this problem with the AG. That would not require you to hire a private attorney to gain access to the books and records, and I believe the AG will determine that a lifetime member is still a member despite subsequent amendments to the by-laws.

Complaining to the AG would be a good first step.

The statute on non-profit by-laws states:
Sec. 22.102. BYLAWS. (a) The initial bylaws of a corporation shall be adopted by the corporation's board of directors or, if the management of the corporation is vested in the corporation's members, by the members.
(b) The bylaws may contain provisions for the regulation and management of the affairs of the corporation that are consistent with law and the certificate of formation.
(c) The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless:
(1) this chapter or the corporation's certificate of formation wholly or partly reserves the power exclusively to the corporation's members;
(2) the management of the corporation is vested in the corporation's members; or
(3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw.

I do not know what the Certificate of Formation says about this, but you should be able to get a copy of the Certificate from the Texas Secretary of State if you do not have a copy.

I hope this information is helpful.
Customer: replied 3 years ago.

Thank you for the advise.Your assessment is correct.These two member community is virtually keeping and using the community property for personal gains. The amendments they claim they made enabling them to charge 1000.00 fine from me and other life time members were put there to stop us from getting back in to the community.


In the absence of any other member to participate are these two members and their spouses constitute a community ?Will their decisions will be binding on the other members who were absent from the community ?

I cannot answer those questions without seeing the certificate of formation and by-laws, but it definitely sounds improper for two people to seize control of a non-profit.
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