Nonprofit Law/Elections



First, thank you for this great service!

I am the member of a 501(c)3 and we are in an election cycle. The nominations were received and our voting has begun. We recently had the President (nominee) as well as the Treasurer (nominee) back out of the election. When the nomination process was complete, they were the only people nominated for these positions. During the election process, people have "written in" candidates. How do we handle the election? Allow the election to complete, even though the people most have voted for are no longer on the ballot? Send a notice they have backed out and allow time for people to re-cast their votes? Start over?

Any assistance would be appreciated!

I have in my profile that this free forum is only for general questions about IRS federal exemption issues of 501(c)(3) organizations. Your issues are 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, I may be able to direct you.  I am assuming that your organization is a Virginia Nonstock Corporation.  If it is not, let me know what type of entity it is.   I am also assuming, from what you wrote, that there are voting members (other than just the members of the Board of Directors).  If, on the contrary, only the members of the Board have the vote, in elections, of officers, let me know.

The Virginia Nonstock Corporations Act is available at
and specifically note, "The board of directors may elect individuals to fill one or more offices of the corporation." 13.1-872 which is available at

"Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of incorporation or if the articles of incorporation so provide, in the bylaws."
13.1-846 which is available at
Generally, members only have authority to vote for directors, but that may be changed by the articles of incorporation or bylaws.

Therefore, I would have to see what is relevant in your articles of incorporation or bylaws as to the details about both nominations and write-ins and election of officers.  If they do not  have any such specifics, but the articles of incorporation or bylaws make it clear who has the power to elect officers, then, the procedure that is adopted by the Chairperson or other controller of the determining the results of the electing group would apply, as long as it the ruling is fair.  I believe either course that you mention would be fair -- either voiding the election and having a new election or accepting the write-in votes, but I would not think the write-in solution would be applicable unless and until the voting members have been advised that they have an option to write-in.

My consideration of what would be fair is based upon general principles of law.  I would need to spend a substantial amount of time, though in researching case law as to write-ins for nonprofit organizations and that would be way beyond what I have agreed to do on this free forum.  If you want to hire me for such research, send me an email directly to my email address below and I will quote you my fees.

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


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. 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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