QUESTION
I am a founding president of a non profit organization, lee entry the board
Asked on Nov 22nd, 2014 on Corporate Law - California
More details to this question:
Recently the board scheduled a meeting without the proper notice, they secretly meet and plan to revised the bylaws and one hour before the weekly meeting they sent me agenda items that was never been discussed or approved by me. They meat one hour after the agenda was emailed to me they amended the bylaws and gave them-self a power to remove the president without any reason. Immediately after the voted me out. I believe this is fundamentally wrong action by public entity.
1 ANSWER
As a general rule, the directors hire and fire the officers, including the president. That's why you hear in the media about CEOs with "golden parachutes," big bonuses if they are fired.
If you would like to pay me to review your corporation's prior articles, bylaws, and employment contract with you, my partner and I can see if there is anything we can do for you.
The directors of non-profits are either elected by members or by the remaining directors. Each corporation does it either one way or the other. Which way is it in your corporation?
If the members elect the directors, and you are popular among the members, you might be able to wage an election to vote your own slate of directors onto the board so that they can rehire you.
Another choice is to start a new corporation and ask all your members to leave the old corporation and come with you to the new one.
Even as a fired president, you owe a fiduciary duty to the corporation regarding confidential information you have regarding the corporation, which might include its membership list. Before starting to carry out any of these strategies, you really need to hire and obtain advice from an attorney with knowledge and experience regarding such corporate battles.
Dana Sack
Answered on Nov 25th, 2014 at 4:59 PM