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Irwin Law
Irwin Law, Attorney
Category: Business Law
Satisfied Customers: 7348
Experience:  30+ yrs. representing small business, real estate, probate
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We are an all volunteer non-profit and have always been a

Customer Question

We are an all volunteer non-profit and have always been a voting body.Our new Board Directors changed the Bylaws and Incorporation papers giving the Board full authority on all business and operational matters. They used a retired lawyer from another Organization to write up our papers, his actions appear to be completely biased against all Member involvement in our Organization. How do we get our rights back?
Submitted: 10 months ago.
Category: Business Law
Expert:  Irwin Law replied 10 months ago.

Good afternoon, and thanks for using JUST ANSWER. First, I must caution you that this might be telling you what you already know. The operation of a nonprofit corp, as well as a for profit corporation is always in the hands of the Board of Directors and not the members or shareholders. This includes the revision of Corporation documents, including bylaws. However, the election of the Board of Directors itself is always in the hands of the members or shareholders. In actuality, you have not lost your rights as members, but you have not exercised them as cautiously as you should have by not monitoring the elections closely enough. This is what you need to do in the future, i.e. at the annual meeting and election of directors, you should be ready to attend with a sufficient number of members to vote out the current board and substitute a new one. I see that you are on the right track, planning a hostile takeover. Be sure to examine the bylaws carefully and follow the exact procedure for nominating directors to the board. Then go to the annual meeting, vote out the current board and put new members in their place. I have recommended this and seen this done successfully with several homeowner association (HOA) boards.

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Expert:  Irwin Law replied 10 months ago.

Hello again. I hope that I have provided excellent service and, if so, would love a 5 star rating. If not, please let me know how I can further assist you. There is no additional charge to you for rating me. A bonus is not required, but is always appreciated.

Thanks again for using JUST ANSWER.

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