Nonprofit Law/By-Laws


My question is, can it be put into the by-laws that the founder/CEO can not be voted out at anytime?

In every state, the Articles of Incorporation will take precedence over the bylaws. Therefore, I suggest that such a clause be put into an amendment to the articles of incorporation. A 2009 California Appellate court stated "as it generally is, that the Articles of Incorporation will control the bylaws" and "as a general matter, articles take precedence over bylaws." That is from "Classis Of Central California v. Miraloma Community Church, 177 Cal. App. 4th 750-(Cal Appellate Division, First District, 2009)

I would need to know whether you are asking about a California Nonprofit Public Benefit Corporation, a California Religious Corporation, or, if not either of those, what type of entity it is you are inquiring about. After you give me that information I will reply further.

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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