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Nonprofit Law/Removal of Board of Director


Property Owner's Association (501-c4)
A director elected by the POA members and is a member-at-large, not an elected officer, has been notified of an impending meeting to remove him from office without cause.  The bylaws states that with or without cause removal is allowed.  The exact wording below refers to removal from OFFICE.  Does 'office' refer to a member-at-large or only to an elected Board office such as President, VP, etc.?  Is the only way he can be removed from the Board by a vote of the majority of members who elected him to serve?  (FYI: there is nothing else to section 8 except what is written)  Thank you for your response.

Removal: Except for a violation of SECTION 8, a director may be removed from office, with or without cause, by a vote of at least two-thirds (2/3) of the Board members present at the meeting where such vote is taken; however, no Director shall be removed until he/she has first received written notice of the Board’s planned vote for removal.

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 matter 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, I will give you some leads.

The directors do not, by being directors, have an office as the President, Secretary or Treasurer would. That is understand easily by seeing sections of the Uniform Condominium Code for Texas which is available at - For example on page 31:

--- Start of excerpt ---
An officer or director of the association is not liable
to the association or any unit owner for monetary damages for an act
or omission occurring in the person ’s capacity as an officer or
director unless:
--- Start of excerpt ---
Therefore, a Texas a court would interpret that Section 8 of your bylaws to be only in reference to the procedure for the removal of a Director as a member of the Board of Directors.

Some other useful links to Texas sites:

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


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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