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Nonprofit Law/Removing board members by volunteers 501C3

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Question
QUESTION: If a Board forces the resignation of the Executive director can the President of the board assume control?
Does the Board "Own" the assets of the corp.
When the Board varies the function and intent of the corp. can it be dissolved and replaced to return corp. to it's original purpose and intent.
Corp. Is a horse rescue in NM.

ANSWER: New Mexico Nonprofit Corporation Law is available at
http://goo.gl/th0FCY and you will see there some details as to corporate authority.

1.  The President of the Board is not a normal title.  In any case, it appears you are referring to the Chairperson of the Board or the President of the corporation.  Although as you wrote that there was an executive director, by "President of the board", I am assuming you are referring to what is normally called the Chairperson of the Board.  Unless the articles of incorporation and bylaws provide that the President of board assume control of the day to day activities as the CEO, Executive Director, or President of the corporation would normally have, then that "President of the Board" many not assume any control.

2.  The Board of a nonprofit corporation does not own the assets of the corporation.  No one "owns" the assets of a nonprofit, nonstock corporation.  The board does control the assets, though.

3.  Your subject heading was "Removing board members by volunteers 501C3".  Volunteers have no authority unless such is provided in the articles of incorporation or bylaws. Voting members may be indicated in either the articles of incorporation or bylaws and, if the corporation has voting members, let me know and I will reply as to their rights in reference to removal of the board.  But, even when there are voting members, unless there is something specific in the articles of incorporation or bylaws, they only have rights to elect a board, not to remove a board member. http://goo.gl/YJS34l

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: Titles used were evidently created by board members themselves.
President of the Board professes to be head board member.
There are 4 currant Board Members, all 4 have voting rights.
What would be procedure if any to brake a monopoly Board that is running corp. into bankruptcy.

Answer
I would first need to know if there are any voting members of the corporation.  If so, then one or more would usually have standing in court to seek a court order for corporate reorganization. Other options may be in the corporation's bylaws.  If you want to hire me to work on it, contact me directly to my email address below.

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

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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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