The following are some recent examples of bylaw disagreements I have encountered in my practice:
Removal of Destructive Board Member. A nonprofit was having a particularly difficult time with one of its long-time directors. She never attended meetings, but used inside information in a way that was detrimental to the organization’s community reputation.
UPDATING THE BYLAWSAs technology has modernized, board procedures also have changed. Organizations should ensure new practices are reflected in their bylaws. Discover 10 items that have been adopted widely in recent years as best practices and should be enumerated in the bylaws if your organization is using them. SOURCES OF GUIDANCE FOR COMMON GOVERNANCE SCENARIOSScenario: An amendment is proposed and the vote is to take place at the next board meeting. Is notice in the board packet sufficient to validate the vote? View the author's response to this and several other common governance questions. |
I advised that the board should send notice of a special meeting at which the board would be downsizing and implementing term limits.
The particular board member failed to come to the meeting and was selected for removal. She was notified of this and did not contest the board’s decision.
Which Board is the True Board? A membership organization had been using mail-in voting for many years. Recently, however, a disagreement split the board almost cleanly in half. Both sides alleged that its leadership was the true board, and they engaged me to act as arbitrator.
Both sides provided me with their view of the facts and legal argument. I resolved the matter by referring to Robert’s Rules of Order, since there was nothing in the bylaws about voting by mail.
Those who were part of the losing side resigned from the organization and order was restored.
Redirecting a Runaway Board. A nonprofit hired a new president who revealed a hidden agenda only after he had achieved a majority on the board.
I was engaged by concerned donors after the board adopted a new mission statement that clearly supported a radical political agenda. Calling it “theft by deception” (a criminal offense) as a metaphor, I authored a draft opinion letter addressed to the state’s attorney general. In it, I alleged that the president and his loyalists had breached their fiduciary duty to the organization by seeking to “steal” the organization and put it to the use of a new mission. I forwarded the letter to the board chair for review.
While the letter was never sent to the attorney general, it was shared with many trustees, including one of the new trustees who appeared to be less zealous than the rest. She switched sides and the president was removed by a majority vote of the board at a special meeting held for that purpose.
Several of the president’s loyalists resigned in protest, thus further diminishing the prospect for radical change.
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