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Nonprofit Law/Making decision with out a legal board

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Question
QUESTION: How can a non-profit make the decision to dissolve, merge or partner without the proper number of board members per the bylaws/articles of incorporation? Can the executive committee make this decision?

ANSWER: 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 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's name, I may be able to direct you. Also you should give the exact wording in the bylaws/articles of incorporation that you are referring to, as many clauses are not impediments unless someone on the board objects.

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

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.    



---------- FOLLOW-UP ----------

QUESTION: We are in Virginia.

The  Bylaws state a minimum of 9 Board Members with a quorum of 5. We only have Five members. Over the past two years we get a few more and the next meeting even more leave.

Thank you for the quick response.

Answer
The Virginia Nonstock Corporations Act is available at:
http://goo.gl/YfmPy
and specifically see 13.1-855 as to "Number and election of directors":
http://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+13.1-855
Therefore, the proper system would be that the Board bring back the number of Board members to 9, which must be done, if for example 4 had resigned, by the remaining board members. In the alternative, the remaining Board members would amend the bylaws.

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

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

Expertise

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 Harvey108@hotmail.com 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 "site:allexperts.com/q/nonprofit" without the quotes and then add your search terms before hitting enter.

Experience

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.

Education/Credentials

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

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


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