Legal Question in Civil Litigation in Massachusetts
Board of directors acting without consent
Our recreational club had officers elections. A petition was submitted to hold a re-election based on a totally chaotic and improperly run meeting. Essentially the ''voted in'' board gained votes through membership and nomination manipulation. Since taking office they have obtained an EIN, supposedly incorperated the club, written bylaws giving themselves exclusive control and applied for 501c3 status- without any consent of the membership. Also, they are doing this using the club's name/logo, but it is owned by a former board member. They have clear connections to a couple who stole upwards of 5k from a similar local club. We were formed/operate soley by volunteers, but there's reasonable concern they're looking to be paid for their services. Members have been very clear that their actions are not welcomed. In response the treasurer of the new board selectively distributed a 3 pg letter making grandious and completely false claims of unethical and illegal ''acts'' of a vocal member/former board mem. and their family. Re-elections are scheduled, but the board is continually changing dates/info w/out giving notice to members. How do we undo the processes they've started? How to deal with slanderous letter? To remove them from the club?
2 Answers from Attorneys
Re: Board of directors acting without consent
The board is not immune to an action for slander.
To reach the other issues, one would have to analyze the original articles of incorporation and documents related to election of board officers. This should be done along with the minutes. Under some circumstances, especially with the 501 corporation, the attorney general could intervene.
Re: Board of directors acting without consent
Yes, more information is needed, especially examination of the organizing documents, any operational agreements, bylaws, etc. Generally speaking, there are statutory grounds available to challenge and prevent/negate/rectify unauthorized actions by those in control, actions injurious to the organization as a whole, and actions by controlling members acting in their own best interests. The statutes often permit the recovery of the attorneys' fees necessary to stop/prevent unauthorized corporate shenanigans.
Feel free to contact this office directly with additional detail to discuss possible ways forward depending on your specific circumstances.
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