Legal Question in Business Law in Texas

Re: hostile takeover of non profit organization

Probably not. When the president resigned, and the new president took over, they did what a prudent officer of the corporation would do; preserve the assets of the corporation.

Any further action would be dictated by the board of directors.

Re: hostile takeover of non profit organization

In a typical corporation setting, the directors manage the affairs of the corporation and it is the directors who appoint or elect the officers (that is, the President, Vice President, Secretary and Treasurer). Because it is the directors who appoint or elect the President, they typically have the power to remove the officers, including the President and Secretary.

The President, alone, typically does not have the power to take the actions you describe against a director or to oust the corporation's Secretary. But these actions may be taken, if directed or condoned by the board of directors.

You say there are three directors, I'm assuming, all with equal voting power. Check the bylaws and shareholder agreement, if any. That should tell you whether and under what circumstances you can remove the President. If the other two directors disagee with the President's actions, then offical board action may be warranted.