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J. Warren
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What law requires a board of a 501c3 to follow its own bylaws

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What law requires a board of a 501c3 to follow it's own bylaws and what can members do about it?
Hello! My name is XXXXX XXXXX I look forward to helping and providing you information today.

I am sorry you are dealing with this situation. It has been established that nonprofit bylaws are a contract between the corporation, the state in which it is incorporated and its members which would include directors. Here is a link to a recent court case: www.scholar.google.com/scholar_case?case=4048283490916297137&q=nonprofit+bylaws+contract+directors&hl=en&assisted=4,15

If the directors are not acting in the best interest of the nonprofit and following the bylaws they can be removed by following the rules set forth for removal in the bylaws or by court order. If provisions for removal are not stated, then the members of the nonprofit may seek removal under Chapter 12 of the Indiana Nonprofit Corporation Act: www.in.gov/legislative/ic/2010/title23/ar17/ch12.pdf

All my best & encouragement.

Please note that you are asked to rate my courtesy and professionalism, and not whether the answer supports your legal position. If for any reason you feel that a 2 or 1 rating is appropriate, please first give me the opportunity to address your concerns.

All states have intricacies in their laws and any information given is simply information only and specifically is not intended to be, nor does it constitute, legal advice. This communication does not establish an attorney-client relationship with you.

Customer: replied 3 years ago.
I had hoped you could give me a law name/number that requires the bylaws be followed.
There is no statute that specifically says directors must follow the bylaws as it is implicit that directors owe a fiduciary duty to the corporation and must follow the bylaws which are the management provisions and guide for the corporation in addition to being a contract. The case I provided a link to states this.

"The parties agree as to the standard of review that we should apply in this instance, inasmuch as the articles of incorporation and bylaws of a nonprofit corporation constitute a contract between the state and the corporation, the corporation and its members, and among the members themselves. Nat'l Bd. of Exam'rs for Osteopathic Physicians and Surgeons, Inc. v. Am. Osteopathic Assoc., 645 N.E.2d 608, 617 (Ind.Ct.App.1994). When construing corporate organizational documents, the general rules of contract interpretation apply. Id. The construction of the terms of a written contract is a question of law for the trial court and is reviewed de novo by this court. Peoples Bank and Trust Co. v. Price, 714 N.E.2d 712, 716 (Ind.Ct.App. 1999). When interpreting a contract, we will read the contract as a whole and give effect to all words, phrases, and terms. Whitaker v. Brunner, 814 N.E.2d 288, 294 (Ind.Ct.App.2005). As a result, the bylaws and articles of a corporation are to be read so as not to place them in conflict with each other. Id. Additionally, issues involving statutory construction are matters of law for the appellate court to decide. Silverman v. Fifer, 837 N.E.2d 186, 189 (Ind. Ct.App.2005). When deciding issues of statutory construction, we are neither "bound by, nor . . . required to give deference to, the trial court's interpretation." Source: www.scholar.google.com/scholar_case?case=4048283490916297137&q=nonprofit+bylaws+contract+directors&hl=en&as_sdt=4,15

All my best & encouragement.

Please note that you are asked to rate my courtesy and professionalism, and not whether the answer supports your legal position. If for any reason you feel that a 2 or 1 rating is appropriate, please first give me the opportunity to address your concerns.

All states have intricacies in their laws and any information given is simply information only and specifically is not intended to be, nor does it constitute, legal advice. This communication does not establish an attorney-client relationship with you.

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