Legal Question in Business Law in California

Non Proffit Corporation Presidential (chair) rights!!

I am a member of the Board of Directors of a local non-profit corporation. In this corporation, the president (chair) and several of her friends (also on the Board of Directors) have constantly went about business with no regard to the by-laws, articles of incorporation, or (in the case of taping meetings and a personal conversation against the wishes of several board members -- and then threatening ruin if they are turned in.) the laws of California.

My question is this... How can we legaly either take over control of the corporation or disolve the corporation against thier wishes. We have no majority... it is split in the middle. Are we helpless, or is the law on our side?


Asked on 8/20/00, 2:49 am

1 Answer from Attorneys
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Non Proffit Corporation Presidential (chair) rights!!

First, you should be aware that participation on the board of a dysfunctional corporation, even a nonprofit, can potentially subject you to personal liability. See Corporations Code sections 5233, 5237 and 5239 at your county law library.

A deadlocked non-profit corporation can have a tie-breaking new director appointed by the superior court and/or can be dissolved involuntarily upon verified complaint by certain numbers of directors or shareholders. See Corporations Code sections 1800-1809 and 308(c).

This process would require an attorney; you may also wish to consult an attorney with respect to director liability issues. If you are in my area I would be pleased to discuss these issues by phone or in person.

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Answered on 9/26/00, 4:38 am


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