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I have just been elected a President of a Non-Profit. They want to write in the BY-Laws, Postion Term: "President for Life'

Keller, TX |

I am not comfortable with this term of Officer, although I am the Founder, I would like to mentor and groom a young professional to assume this position. The Board insists that is for my own good but I see it as a way for them not to have to assume this responsibility or run for this office. How do I stand my ground?

Attorney Answers 3

Posted

You cannot do this by the bylaws at all. I also doubt this can be done even by proxy depending on your state nonprofit laws. The board needs to hire an attorney or they can expect to be dragged into the courtroom at some point. You will be dragged right along with the board as well, most likely.

Hire an attorney or pray for exceptional luck. What they are doing and you may consider is fraught with loads of problems.

This answer is for informational purposes only and is not legal advice regarding your question and does not establish an attorney-client relationship.

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1 lawyer agrees

Posted

Attorney Murillo is absolutely correct. You are president of a Non-Profit. Corp. In most instances Non-Profit. Corp.'s are for the benefit of the public or its members - not the president or the Board. Bearing this in mind, the Non-Profit. Corp. should have by-laws that preserve the integrity of the entity, and comply with Texas law. Typically, non profit corp. statutes mandate term limits for officers and Board members. Failure to comply with these statutes can cause the corp. to lose its non profit status, and you to have legal problems that you don't need.

Stand your ground by submitting to the Board that you unconditionally reject being appointed/elected "President for Life", and that your first decision as the new president is to hire an attorney to review all the corp.'s documents, and submit recommendations to you and the Board.

Good luck!
Phillip M. Smith Jr.
Los Angeles Tax & Business Attorney
Licensed in the United States Tax Court
www.culvercitytaxandbusinesslaw.com
www.corporateattorney.com
www.worlclasslawyers.com
Call: 323-292-4116 or 562-505-1004

THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction. The answer to question does not create an attorney-client relationship or otherwise require further consultation. Mr. Smith is licensed to practice law throughout the state of California with offices in Los Angeles County. He is authorized to handle IRS matters throughout the United States, and is also licensed to practice before the United States Tax Court. His phone number is 323-292-4116 or his email address is philsmithjr@worldclasslawyers.com.

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1 lawyer agrees

Posted

Although the title "President for Life" sounds more like one used by a South American dictator there is actually nothing of which I am aware that would prohibit it being used. Further, the Bylaws is precisely where it would be defined. Having said that, the reasoning of the board simply makes no sense because the title of the chief officer has nothing to do with how long he/she may serve. It is common for bylaws of non-profits to provide that any officer shall serve until his/her successor is elected. But Texas non-profit corporate laws provide for when board members must stand for election and board members always have the power to elect new officers. So, even if the bylaws somehow said "Joe Blow shall be president for the duration of his life", it would conflict with Texas law and be a void provision. Now, an answer to a question you did not ask. Bylaws are documents that define the legal rights and structure of any entity. Neither you nor any other person who is not licensed to practice law can draft them. That would be practicing law without a license. You can draft documents for yourself (e.g. wills, contracts, etc) but you cannot draft a legal document for someone else and the corporation is a legal entity that is someone else. Get a lawyer. You and the board do not know what you do not know.

DISCLAIMER: This is not specific legal advice and does not establish an attorney/client relationship.

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