Legal Question in Business Law in Virginia

Removing an officer from the Board of a non-profit organization

This has to do with clarification on Constitution and By-Laws of a non-profit organization.

Removing an officer from Office:

According to Robert's Rules (governing procedures) does removing a person from office follow the exact same procedures as removing a member from the membership? Our Constitution states that to remove a member (says nothing about officer) a formal charge must be filed and a trial held. In our By-Laws, it states that the President can remove an officer (nothing about membership) if they are derelict in their duties and appoint a person to fill the position. The Board is being accused of not following the ''rules'' when an officer was removed and a new person was appointed. The Grievance committee says we should have given a formal charge, held a trial and had a vote. We are arguing that that only happens when a member is being removed from the organization not from the Board.


Asked on 2/05/01, 11:12 pm

1 Answer from Attorneys
Daniel Press Chung & Press, P.C.

Re: Removing an officer from the Board of a non-profit organization

You need to have a lawyer look at the governing documents and determine what they mean. Also, there may be (as your "grievance committee" reference suggests) an internal dispute resolution mechanism that is binding. Many non-profits operate without fully understanding the nature of their governing documents and the roles, rights and responsibilities of their various constituents under the documents and the law. It's a good idea to have a lawyer look over the situation and advise the organization. These matters rarely result in litigation, but when they do, it can be very costly, so it's worth preventing.

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Answered on 3/20/01, 8:24 am


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