Legal Question in Business Law in California

I am on the board of directors for a non profit organization and I want to be removed because I no longer work for them. The organization refuses to remove me after numerous occasions that I have requested to be taken off. They also have bank accounts in my name. What can I do???


Asked on 9/13/10, 5:45 pm

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

You didn't say what kind of non-profit organization, and the statutes differ to some extent, but in general directors of California non-profit corporations have the legal power to resign at any time.

For example, Corporations Code section 7224(c) regarding non-profit mutual benefit corporations provides that any director may resign upon giving written notice to the chairman of the board, the sceretary, the president or the board of directors of the corporation.

As to the bank accounts, I hope, trust and assume that they are not really "in your name," but that you mean they are in the non-profit's name, with you being shown as a signatory or the signatory (on the signature cards) in your capacity as a director. If so, this seems to be more their problem than yours, but you should assist the non-profit (and yourself) in this matter by pointing it out in your resignation letter and co-operating with your successors in going down to the bank and executing new signature cards.

You should check carefully to see if you have any other entanglements with the organization, such as holding property, records, computer passwords, keys, etc. that should be turned over to someone else. If you are a guarantor on any accounts, or there are other financial entanglements, unwind them to the extent possible.

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Answered on 9/18/10, 7:19 pm

You are right to ask to be removed, as you will continue to have potential personal liability as a director for a director's fiduciary duties owed to a corporation.

In addition to a letter of resignation as recommended above, you would be wise to advise the bank in writing that you are no long associated with the entity, make sure you are not signatory on any contracts or debts, and advise the California Secretary of State that you are no longer a director (again, in writing).

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Answered on 9/20/10, 11:33 am


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