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Nonprofit Law/Bylaws/Board of Directors


I am a member of a volunteer fire department and we have been having issues lately with our chief. He has been ruling the department like a dictator and refuses to let the department elect a board of directors. His response is that we do not need a board of directors anymore, that is what the officers are for. Our bylaws clearly state that we must have a board of directors. I once served on that board but it has been many years ago and I am the only person that is still with the department that was on that board. The departments' elections are coming up next week and in the last 2 weeks a board of directors have been formed outside of the department by the chief and has been meeting to make some changes but it is not know what that has been. Our bylaws do not give the chief the authority to create a board of directors and they state that the chief is to be responsible to the board. There is no real verbiage in the bylaws that say how the board is to be formed. My understanding with Robert's Rules is that since the last 2 times the board was formed by a vote that it has to continue to be formed by a vote unless the bylaws says otherwise which they don't. My question, is this newly formed board that was not approved by the members by a vote legal and is anything that they may change legal? And with the chief doing this without the approval of the department grounds for dismissal or any other discipline?

I am assuming, from what you wrote, that your organization is a nonprofit corporation. The Texas Code sections for "Nonprofit Corporations" are available

If your organization is not a nonprofit corporation then the Texas law would not apply, but, for nonprofit corporations, the Texas law and not Roberts Rules of order applies unless the Articles of Incorporation or Bylaws specify the use of Robert's Rules of Order.

I would need to read your bylaws to see clauses about elections if you want my definitive opinion, but, generally, the voting members decide upon the new Board members.

For example, the Texas Code has:
--- Start of Excerpt ---
Sec. 22.153.  ANNUAL MEETING.  (a)  Except as provided by Subsection (b), a corporation shall hold an annual meeting of the members at a time that is stated in or determined in accordance with the corporation's bylaws.
---End of Excerpt---

Then "Sec. 22.161.  ELECTION OF DIRECTORS." is at

A purported Board elected without following the Texas law is voidable and, if not corrected internally then you, if you were a Board member before any bogus election, have standing in court to have the judge order an election.  As for discipline of the chief there is nothing in the law (so you would need to look to your Articles of Incorporation and Bylaws for anything, if it exists).

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    

If your organization is not a Texas Nonprofit Corporation, let me know and I will reply further.

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Harvey Mechanic


I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about 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 possible 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. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

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

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