QUESTION

What is my recourse to being forced out as director of a nonprofit corp when i never resigned according to our by laws?

Asked on Mar 26th, 2015 on Corporate Law - California
More details to this question:
This club is in violation of the by laws of the corporation. After only 2 months, the president has hand picked chair and members of every working committee when the by laws call for the entire board of directors to do this. I was not allowed on any committee, am shunned, ostracized, insulted due to a personal vendetta she has against me over co-ownership of my dogs 5 years ago. I was so upset at what she did not allowing me to participate, I texted her I resign after the meeting. By the time I had driven home she emailed my resignation was accepted. Our corporate by laws director resignation is only official if put in writing to corresponding secretary, the board or the president. I read this and was told this by a former president and our national president too...this is an AKC sanctioned club with state of CA incorporation/by laws. The president immediately removed me from the yahoo group, told the rest of the board they are not allowed to speak to me or discuss this
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2 ANSWERS

Real Estate Attorney serving Oakland, CA at Sack Rosendin LLP
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I agree with Michael that you are not going to make any friends or any money by suing. Lawsuits have a way of getting out of control. He is correct that $10,000 and even $20,000 our the very least you would end up spending. It is also possible that the attorney fees of the President and other directors might be paid by insurance. So you would be paying, and they would be getting defended for free by an insurance company attorney chargin a lot less per hour than your attorney. That means they can bury you in legal paperwork, running up your bill, at little or no cost to the defendants. You have the right to attend Board Meetings. I would not encourage you to do so, because of the hostility you have described. It would not be a pleasant experience for you. You have the right to inspect and copy the records of the corporation, including the addresses fo all member. You could then start contacting member to campaign for their votes at the next annual meeting to elect the directors, assuming that the directors are elected by the members. In some non-profits, the directors elect replacement directors. With enough votes, you might still be able to force an election by the membership. I would need to do some research to answer that question. If you decide to conduct such a letter-writing campaign, I recommend that you have each letter reviewed by an attorney. The president will be itching to catch anything you say that she can claim is false, in order to dirty your reputation with the members or sue you for libel. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack  
Answered on Mar 27th, 2015 at 4:03 PM

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Business Transactions Attorney serving Los Angeles, CA at Doland & Fraade
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You really need to ask yourself why you want to stay in a group like this. If you file a lawsuit without a lawyer to enforce your rights, where will you be even if you win? If you use a lawyer, plan on spending a minimum of $10,000 - $20,000. Judges hate to get involved in personality disputes in not for profits. The technicalities about your resignation is not likely to impress the judge. 
Answered on Mar 27th, 2015 at 12:18 PM

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