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Samuel II
Samuel II, Attorney at Law
Category: Business Law
Satisfied Customers: 27011
Experience:  20 years of experience practicing law with diversified background.
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Bylaw interpretation of a non-profit corporation (Religious

Customer Question

Bylaw interpretation of a non-profit corporation (Religious Organization) is varied among members. What is the correct way that makes all members agree to it. Should one seek court's ruling because some may not believe what an attorney interprets. This is a general question. i have not given details because i need to know what is the right route to explore.
JA: Can you tell me where the nonprofit is registered?
Customer: PA
JA: Have you talked to a lawyer yet?
Customer: No. Not sure some members will agree to what any lawyer interprets
JA: Anything else you think the lawyer should know?
Customer: It is about bylaws. Ad-Hoc committee, as per by law, is not allowed to have the function already committed by the bylaws to another committee. board exceeded in its authority by a resolution authorizing this ad hoc committee with an authority which is committed to executive committee. This is clear with the wording in bylaws, but some members believe that when board has authorized (even it has exceeded its authority as per bylaws, it is a valid function of the ad hoc committee.
JA: OK. Got it. I'm sending you to a secure page on JustAnswer so you can place the $5 fully-refundable deposit now. While you're filling out that form, I'll tell the Corporate Lawyer about your situation and then connect you two.
Submitted: 1 year ago.
Category: Business Law
Expert:  Samuel II replied 1 year ago.


This is Samuel. Yes, if the HOA attorney is providing an interpretation that is shaky and property owners are not comfortable with it then they can seek an interpretation. I suggest, you can begin with your state elected representative to the General Assembly and request they get the Attorney General to interpret for you. You cannot make such a request by your state elected representative can make the request to the AG and they can offer an interpretation and opinion.

The other option is to file for an injunction within the court in the county and seek to halt the committee and its powers until the court rules.

Expert:  Samuel II replied 1 year ago.

The first option would not cost anything. Taking the matter to court you will need to pay a local attorney to bring the matter.

If you need help in locating your state elected official to the General Assembly, please let me know. Your elected officials are public servants who work for the taxpayers and you have a right to contact them and make the request.

Expert:  Samuel II replied 1 year ago.

Here is a LINK to locate the elected officials who represent you and you can call their office and speak to their legislative aide and tell them you want to talk about getting an AG's interpretation. They may tell you the AG will only interpret state laws, by I suggest the state laws regulate the bylaws and so it may be possible to have it done. So start there.

Expert:  Samuel II replied 1 year ago.

It is not an HOA. I know that. I meant to say the Non Profit. I was working with another customer on an HOA question similar to this one. But the process is still the same.

Thanks for your understanding.

Expert:  Samuel II replied 1 year ago.

Please let me know if you have other questions in this regard. If not, a positive rating will ensure I get credit for assisting you and providing you the information for your issue. Thank you.

Customer: replied 1 year ago.
Here is the bylaw
2.10. Ad Hoc Committees. The Board of Directors may, from time to
time by resolution adopted by majority of the directors designate one or
more committees (in addition to the committees required by these bylaws ), each such committee to consist of such persons, including Corporate
Members, as the Board may designate. Any such committee, to the extent
provided in the resolution creating it, shall have all of the powers of the
Board, except that no committee may fill vacancies on the Board, amend or
repeal these bylaws, amend or repeal any resolution of the Board, or act on
matters committed by Board resolution or these bylaws to another
committee. A committee shall be at all times subject to the supervision and
control of the Board
Board appointed an adhoc committee to conduct a major religious function. this authority is under Executive committee as per bylaws.
The question is that the board exceeded its authority in assigning conducting a major religious function to this ad-hoc committee. I am going to copy and paste those sections.Executive Committee
4.1. Powers and Duties. The Executive Committee shall: (i) implement
the policies of the Temple as established by the Board of Directors; (ii) plan
and coordinate all major functions of the Temple; (iii) prepare financial
reports and budgets for the Temple;
Expert:  Samuel II replied 1 year ago.

Thank you. My interpretation is the committee has all the rights, but for amending or changing any bylaws, cannot appoint any vacancies on the Board, cannot make any changes to any resolutions, and they are under the supervision of the Board.​ And as such it does not appear to me there is any over extension of authority.

Expert:  Samuel II replied 1 year ago.

I will be off this site most of the day, but will check in later this evening. So if you have any other questions, you can post them here and I will reply when I return. Thanks.