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Nonprofit Law/excutive director for a 501c3


We ask the executive director of a non profit to show all financial. she is the only one that needs access. she said that she is the executive director and she handles this. she sent a e-mail to all of us today saying  that she dis band the board so we no longer are on the board. Can she do this? We believe that she is taking money away from the 501c for herself. she has changed all the passwords for the computer,-email bank accounts and she said she could that. we are looking for a lawyer to help us.

I have in my profile that this free forum is only for general questions relating to IRS federal exemption issues of 501(c)(3) organizations. Your issue is controlled by state law. Even though this forum is not for such state law issues, if you give me your state's name, I may be able to direct you.

I am assuming that by "Board" you mean "Directors" and the organization is a Texas Nonprofit Corporation.  The Nonprofit Corporation law is available at

First I should inform you that generally an Executive Director does not have the power to disband a Board, but we would need to look at the Articles of Incorporation and Bylaws to see what power she has.

Sec. 22.211 deals with "REMOVAL OF DIRECTOR" and provides:
--- Start of Excerpt ---
(a)  A director of a corporation may be removed from office under any procedure provided by the certificate of formation or bylaws of the corporation.
(b)  In the absence of a provision for removal in the certificate of formation or bylaws, a director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director.  If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.
---End of Excerpt---

I would be willing to work on your matter, but I would need to spend a substantial amount of time and that would be beyond the scope of my offer of free services.  If you want to inquire about hiring me for such work, please contact me directly to the email address below.

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.  

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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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