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About Harvey Mechanic
Expertise
US Federal tax issues of nonprofit 501(c)(3) public charities only. Establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. To search my previous answers you can do a Google search:
site:allexperts.com/q/nonprofit
[with your other search terms appended].

Experience
I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar.

Education/Credentials
B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude

You are here: Experts > Real Estate > Tax Planning: U.S. > Nonprofit Law > quiting board members

Nonprofit Law - quiting board members

Expert: Harvey Mechanic - 11/6/2009

Question
Members of our 501(c)(3) quit recently leaving us with only 3 members. We have since voted one more on, but have not been able to replace all of them. Our by-laws call for 10 members including four officers (Pres., Vice-Pres, Treas., and Recording Sec.) Currently we only have a President and Recording Secretary plus two members with no official title.

I was told recently that we should make official the fact that we are operating under capacity by sating as much for the record. I was wondering if there is anything else we need to do.

Also, since we only have four out of ten, how do we handle voting and quorum issues. Our by-laws state that a quorum is a simple majority. Does that mean now that as long as three are present, we can vote?

Thank you for your advice.

Answer
There is no report to make when the organization is not in compliance with its own bylaws as to members (or Directors). However, one of the members can institute a court action to have the judge order the organization to comply. You do not have a quorum and, therefore, any of your votes may be challenged as not valid also. However, your issue is controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, if you give me your state I may be able to direct you.

Harvey Mechanic, Attorney at Law -
Harvey108@hotmail.com

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