Legal Question in Administrative Law in California

Re: appointment of directors

The organization does so in compliance with its own internal rules, and state and federal law. For instance, if a corporation, then per the by-laws and Articles. If you are not familiar with how to do basic procedural tasks such as these, I would be concerned you are not adhering to the rules elsewhere. You should get legal counsel to ensure you do not violate the laws and risk substantial liabilities and penalties to you and the organization.

Feel free to contact me if you choose to do so.

Re: appointment of directors

First, note that "nonprofit organization" is ambiguous as far as applicable law. Is it a corporation? If so, is it mutual benefit or public benefit? California has completely separate and distinct govering statutes for each of several types of nonprofit organizatioms.

After pinning down the type of nonprofit, and assuming it's a corporation, the starting point is to review the Articles of Incorporation and, more importantly, the bylaws of the corporation to see what kind of structure they impose upon the organization. The statutes governing the formation of nonprofits allow the founders a substantial degree of flexibility in how things are set up in the first place.

Once you (or your attorney) have reviewed these, next review minutes of meetings and resolutions, results of voting, etc., to see whether the bylaws have been observed and to determine of whom the present board really consists.

Once you pin down the type of nonprofit, the organizational structure imposed by its articles and bylaws, and how these instruments have been carried into effect to get you where you are, cleck the applicable statutes for any process or limitations. For example, Corporations Code sections 7220 to 7225 cover selection, removal and resignation of directors of mutual benefit corporations.

Your question seems to imply that you have the power to make all these changes ("I wish to amend......"). Perhaps you do, i.e. if this is a newly-formed nonprofit which is still in organization under your initiative and control. However, be careful....once bylaws are adopted and directors appointed (and they accept the appointment) you have probably lost the power to make changes yourself.