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Nonprofit Law/non-profit board to vote on disbursement



I am on a board of a small relatively new non profit that promotes and works toward preserving local heritage in a small, 14,000 residents, county.    My question regards the activities of our board and voting on projects and how to disburse the monies we have received from either gifts, grants, donations and membership fees ($5.00)  Our president has actively pursued funding for projects that the president wanted without votes from our board.  The funds were given toward her specific interest; i.e., restoring a 1837 jail and old smoke house in pioneer village managed by the historical society; marker for music venue.  Is there a law in Indiana or a Federal Law stating that Roberts Rules of Order be followed or that there must be a majority vote before actions for a non-profit?

See which is the Indiana Nonprofit Code as revised, 2014 and we see at 23-17-12-1 that the Board of Directors has the authority over all aspects of the nonprofit corporation.  Therefore, unless there is something in the articles of incorporation or bylaws that state otherwise, the board may at any time order the president or any other officer to not spend funds or to spend funds in a particular manner. That is standard throughout the United States.

23-17-14-2 provides, further:
--- Start of excerpt ---
An officer shall perform the duties set forth in bylaws or, to the extent consistent with bylaws, the duties prescribed:
(1) in a resolution of the board of directors; or
(2) by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
--- End of excerpt ---

Unless the Articles of Incorporation or Bylaws specify the use of Robert's Rules of Order, the organization is not bound to follow those rules of order.

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. For me to consider your individual situation and how the law applies, I would need to gather more information.  

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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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