The Nonprofit FAQ

Bad bylaws lead to conflict. What next?

Someone wrote to NONPROFIT in late July 1998: I am a member of a Calif Nonprofit corp and recently, two of seven board members held elections that the rest of the board considers illegal (based on their interpretation of the by-laws). Now, we have a situation where there are two groups of officers; each trying to gain control and favor of the membership. There is animosity between the two groups and it is tearing our organization apart. I would appreciate any suggestions as to how we can resolve this. Or, if you have been through this before, what can we expect? Unfortunately, the by-laws are not well written and a little vague; hence, subject to interpretation. Thanks in advance for any help. Channing Hillway, Ph.D., (channing@rain.org) offered this advice on August 5, 1998: You have a truly interesting situation, although it must be highly frustrating for you. Here's my advice, which you can put in the stack of advice you're likely to receive regarding your situation: Since the board members have moved from a stalemate mode to public power-struggle mode, they will not be able to solve the problem on their own. Therefore, others in the organization must insist that the board reach consensus on the elections issue prior to taking any further action. The plan that will enable the members of the board to reach resolution must be explicated. That means you will have to do some homework. I recommend that you visit the executive director of a larger non-profit in your area, especially if you can find one that is likely to have to deal with lively contention within its ranks. A larger teachers' association, such as an NEA or AFT affiliate would be a good place to start. You're looking for an organization of between 500 and 1000 members. Once you find someone that is willing to give you 30-45 minutes, take along a copy of your charter/constitution/bylaws and ask the person to take a look at the gray areas that have allowed the situation to develop. S/He will probably throw up hands and ask, "How did they ever come up with this?" Then listen to all that's wrong with it and, especially, what is her/his organization's policy structure that deals with the same issues. If you can get a copy of their documents (bylaws, etc.) for comparison purposes, great. After completing your research, you may want to gather a significant group of other members to join you in approaching the board. If you can't do that, and feel that you simply can't take on the board alone due to (a) your status as a member (as you perceive it and as you perceive it will be perceived by others), or (b) the extent to which the situation has developed so that the board members simply won't listen to anyone, you may need to seek some local free legal advice (a 30-minute consultation is available in most larger communities, especially if there is a college campus nearby) to see if the board is, in fact, violating its own governing documents or state or federal statute. You will need, then, to ask yourself if such new information will enable you to gather a group of members to assist you in approaching the board and whether you think the life and well being of the organization are, in fact, seriously threatened. If you find the board is, in fact, out of line by violating their own policies (the organization's members' contract with themselves) or state or federal statute, you would be in a position to advise them that you are considering filing suit to force them to follow organizational policy or state/federal statute. Of course, you don't really want to have to file suit. So your negotiating position is that you would rather not file suit if the board is willing to ask for help, either from the executive director and one or two board members from a larger local organization, or from an outside consultant who can lead a workshop to explore issues of organizational communication and policy development and implementation, and to then assist the group in developing an action plan to move your organization along to the next step. You have a crisis, which means that you have a window of opportunity. If you can't afford to hire an outside consultant, see if local NPO leaders will agree to lend you a hand. Throughout the process, be aware that as you begin to slog through the muck you are likely to have someone yelling at you, the beauty of which is that you will then have the potential to reach an amicable relationship with those folks later on. Nothing will be gained until something is ventured and, yes, it is HOT in the kitchen and you'll have to take some heat. It's a tough job but somebody (you in this case might just the person) has to do it. Posted August 6, 1998 -- PB