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Are the bylaws in a volunteer organization--a garden club--legally binding in the state of Michigan?

Fenton, MI |

A hard working volunteer was told to resign from her garden club OR if she stayed in the club all her coordinator jobs would be taken away. This was done without the consent of the membership as the bylaws state and without due process or being told the reasons. The president of the club would not listen to members who wrote letters/emails or called telling him of their opposition to what had been done. The president would not let any member discuss the situation at regular meetings and canceled a regularly scheduled board meeting because he didn't want it discussed. The president stated at the regular meeting that he did not need to follow the bylaws. What can be done? What can be done to have the president follow the bylaws? Are the bylaws legally binding?

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Attorney answers 3

Posted

No one can tell you your rights or obligations under by-laws that he or she cannot read. These cases are highly fact specific. Generally speaking, by-laws should be binding and controlling. There may even be provisions for removal of the president. But no one can say without seeing the documents.

I am licensed to practice law in the State of Michigan and have offices in Wayne and Ingham Counties. My practice is focused in the areas of estate planning and probate administration. I am ethically required to state that the above answer does not create an attorney/client relationship. These responses should be considered general legal education and are intended to provide general information about the question asked. Frequently, the question does not include important facts that, if known, could significantly change the answer. Information provided on this site should not be used as a substitute for competent legal advice from a licensed attorney that practices in the subject area in your state. The law changes frequently and varies from state to state.

Asker

Posted

The bylaw in question is: All officers and coordinators of Standing Committees shall constitute the Executive Board. This board transacts the general business of the club, considers all questions of policy, and presents recommendations to the club for action. We believe it to say that the president and board ought to have come to the us, the membership, with this kind of important decision. They did not. The volunteer in question WAS an executive board member. When she was allowed to stay a member, she was stripped of her coordinator jobs so she could no longer be a board member. She was NEVER told what the problems were; she was told she was taking the club in the wrong direction with her field trips and plant studies. She was told she was making the club too social, though her activities were very educational. But she was never given any explain or specific complaints so she could make any changes. She asked to meet with the president and the other 3 officers for clarification of the allegations posed against her, but was refused. She asked twice. After those refusals, the secretary of the club resigned because she couldn't live with the secret she had orginally agreed to keep. She revealed that a secret meeting that was held where these decisions were made by two disgruntled board members (one who told the volunteer to quit the club previously in the summer) and the 4 officers. The resigning secretary revealed that--if the volunteer member did not resign, her dues would not be accepted. The secretary revealed that the disgruntled woman was allowed by the president to take her own survey, where she supposedly called 30 members who all said they were unhappy with the hard working volunteer. The resigning secretary asked who the 30 members were--she was told their names would not be revealed because they had been told their comments would be held in confidence. When the secretary asked who was asked she was told "those whose opinions counted". The hard worker had never been told there were ANY problems prior to this and still doesn't know other than what has gone back and forth with emails. At next garden club meeting, members were not allowed to speak of this topic. At the meeting after that the board meeting that was supposed to be held before the meeting was canceled and again members were not allowed to speak. Although 2 nominations were made from the floor for a new president and vice president, but they were treated so rudely by the officers and disgrunted and a few additional members that the presidental nominee quit the club.

James P. Frederick

James P. Frederick

Posted

It sounds to me like there are more disgruntled members than any other kind in this organization. Perhaps a max-exodus of members to a new club would be the best option. The officers and directors can then rule over no one. There is no point in having by-laws if they are not going to be followed. Attorney Weiner offered some excellent suggestions. I would say that if you cannot throw the bums out, then I would suggest you vote with your feet.

Posted

Is the Club Incorporated as a corporation (probably non-profit) ? If it is you need to look at the Michigan Non-profit corporation act.. and the bylaws are legally actionable.. in Court

If it is not incorporated.. the club may be treated as a partnership. and all the members have votes so the president cannot really act unilaterally..

The president really needs to explain the reasons if the volunteer will not agree to abide by the Presidents decision..

This said.. This type of situation a potential lawsuit I(which is your remedy to enforce whatever is legally binding) has the potential to tear the club apart... so it is in the best interests of everyone to resolve the situation as quickly and quitely as possible.. so NEGOGIATE if possible..

If I can be of additional assistance please feel free to email me at james@weineresq.com or call me at 248-901-0750. Please also note that I answered this question with general knowlege of the law and with limited disclosure from you, my answer does not create an attorney client relationship and I cannot be held responsible for how you, the asker, use the information I provide.

James P. Frederick

James P. Frederick

Posted

If you can negotiate, it is ALWAYS better than going to court. It *sounds* like the president is not following the by-laws, and needs to do so. Without seeing the by-laws, however, there is no way of knowing.

Asker

Posted

How do we negotiate when we are not allowed to speak?

James T. Weiner

James T. Weiner

Posted

As one of the other commenters stated.. get the entire board to talk.. Check the bylaws carefully and follow them religiously Otherwise send a letter written demanding to be heard and threaten or file a lawsuit if necessary.. it might tear

James T. Weiner

James T. Weiner

Posted

tear the org apart but it sounds like it is coming apart now

Asker

Posted

None of us can afford a lawyer and none of us are on the board. Though most of our members disagree with what the president has done, most are not willing to stick their neck out. Are there any strategies besides threatening that you can suggest?

James T. Weiner

James T. Weiner

Posted

I would suggest that you follow the bylaws closely... Non profit corporations are usually organized on a "membership" or a "Directorship" basis. How you can proceed depends upon which type of organization it is . Which type it is spelled out in the Articles of Organization filed with the State of Michigan. (btw a directorship org can have "members" but they have very limited rights so ...) First, for both types of Orgs.. contact all of the board members to see if they agree with you. Typically a board can call a special meeting of the board and vote to remove/replace the President..even over the objection of the President. Read the bylaws carefully.. to investigate if this is possible..(typically only a small fraction of the board is required to call a meeting and a simple majority is required to remove/replace the Pres.. however that can be changed in the bylaws). If the board has the guts they can do this. Unfortunately if it is a directorship organization and the board will not act.. you have very few additional rights if you are a mere member/volunteer. If you have a membership org...the bylaws will spell out how a group of members can call a special meeting to replace the entire board.. that would be the next step... good luck

Posted

People often misunderstand that the way to handle an errant officer of a nonprofit is the same as in a for profit-- the BOARD must fire or discipline the officer.

So contact a board member with this concern, rally a majority on the board, call a meeting to discuss the matter and if the officer won't account for this action, he must be fired.

If a board of a nonprofit fires an officer and the officer refuses to cooperate, then the board must take immediate legal action in court to secure organizational assets. If the board waffles, the officer may get away with it.

This is all true of an incorporated nonprofit, but the use of the term bylaws suggests that this is a corporation or at least some sort of entity with a governing board of some kind.

No legal representation exists by virtue of this answer. Consult your attorney. Licensed to practice law in Indiana and Illinois. Circular 230 Disclosure: any U.S. tax advice contained in this communication is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any matters addressed herein.

James P. Frederick

James P. Frederick

Posted

It is often really dicey trying to *fire* volunteers, though!

Asker

Posted

Not knowing how this forum worked--not realizing how this worked and that I could comment to you, I have lost out on the time limit of the forum. What do you suggest I do? Should one of our other members write. Please help we are all very unhappy.

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