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What can the members of a Nonprofit Corp do if the Board did not send notice of the Annual Meeting? The Board held the Annual Meeting and voted themselves back into power without notifying the members of the meeting. The bylaws state that a notice must be sent and GA law states that the notice must be at least 10 days in advance.

Can we sue to have that election reversed?

  • You probably could sue. Could you provide more details about your bylaws? – Viktor Aug 28 '15 at 0:09
  • What type of non-profit? Is this an HOA, a club, a charitable organization or what? – Dave D Aug 28 '15 at 0:52
  • It is an Athletic Club. Little League Baseball and Softball. – mpowmap Aug 28 '15 at 1:13
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If an action was taken that violates the bylaws you don't need to appeal to any external power; under the organization's own definition the action is invalid. In the given example, it's like the Annual Meeting did not happen. The bylaws should declare what the consequences of that are.

Typically a lawsuit or injunction would only be sought if actions are being taken that not only violate the bylaws but also imperil some property or funds.

  • What if the bylaws are so poorly written that they do not declare what the consequences are? The bylaws are so poorly written we have to rely upon GA Nonprofit Corp code for basic rights. – mpowmap Aug 28 '15 at 19:46
  • I guess that's one reason to use a good lawyer to draw up bylaws! Only somebody with full access to the declarations, bylaws, and applicable state code could even begin to answer your question in any further detail. (And that person could be you if you have enough patience, or if you want a bona fide legal opinion it would have to be a lawyer.) – feetwet Aug 28 '15 at 21:04
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It depends, and you have to check your Articles of Incorporation, which are public documents filed at the State corporations department. They are typically online.

If your organization is organized on a Board-control basis

Then the very idea of a "member" is only nominal. It's a legal fiction, and is basically a kudos, recognition or some package of benefits like free admission. members (lowercase intended) have no rights per se; that all rests with the Board of Directors.

They do need to send notice to the Board of Directors. If they messed that up, a Board member could sue, but I doubt a member would have legal standing as they are not an injured party.

On the other hand if the nonprofit is doing something more serious, then review state law for options.

If your organization has a Member or Stock basis

(a Stock basis is where voting power is in proportion to something, like square footage in a condo association or street frontage on a beautification district.)

Most likely, they really screwed up. But to be sure, you need to read all of these, in this order:

  • State law for anything it mandates
  • The Articles of Incorporation
  • Bylaws
  • Robert's Rules of Order or similar document, IF the Bylaws invoke that as their parliamentary procedure.

These pre-empt each other, but sometimes in odd ways. For instance State law often sets a default but defers to Bylaws, Bylaws say nothing but invoke Robert's Rules which rule the opposite. So "Robert's Rules > state law" in that case.

Very likely they screwed up. At this point it's all on you to get to the courthouse and ask the court to intervene. Once the election is over, you seek to get the election invalidated and have another election. This is when you should be very, very activist politically, because it's all on you to turn around the next vote.

However...

This virtually guarantees a very high level of political division within the organization. This can be destructive to the organization and its mission, so you should proceed with extreme care.

Certainly if you are doing this for vanity reasons, don't.

Further, if you have any legal basis to challenge activities of the organization, you may want to do that simultaneously. Because I assume there's an underlying reason you want them out. There's a big difference between spreading "your side of the complaint via malicious gossip" and "people actually swearing to truthful facts and presenting evidence" and ideally "getting a settlement or ruling before people vote".

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