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Nonprofit Law/Elections - Open & Closed Meetings


I am a board member of a non profit organization for a few years now.  I have observed poor business practices and wonder if it is within the law.  During a general board meeting for elections in August 2014 another extended member was not allowed to run for anything, vote nor to speak. Their excuse was that the member was not in good standing due to absences.  However, other members who were rarely present (a couple I didn't even know were on the board as well, because they are never there) were able to run for positions, vote and even speak.  It was obviously unfair, this person was targeted.  The Policy and Procedure doesn't even have a grievance procedure written on it.  They change policies according to their personal agendas a any given moment and just vote thru it.  Is this legal?  Another question is, is it legal for 2 spouses, roommates or partners be in executive committee positions such as the treasurer and the administrator?  To me it appears to be a conflict of interest but is it legal?

In advance, Id like to thank you for your help.


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 matters 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.  

1.  Nonprofit organizations generally have written bylaws and they must comply with those bylaws as to meetings, nominations and elections.  In addition, there may be a membership agreement that gives the "extended member" certain rights.

2.  It is not an issue in itself if a nonprofit organization has roommates, partners or family members in executive positions as long as the board of directors is not controlled by such.

You are welcome.

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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