Under what circumstances can nonprofit directors be removed?

A recent PA Commonwealth Court decision is prompting nonprofit board members to revisit bylaws regarding the removal of directors.

One director of A Pocono Country Place Property Owners Association had been sending derogatory emails about female directors, and the issue became so severe that the board petitioned the court to remove him as director. Unfortunately, because the bylaws provided that directors could only be removed in specific circumstances, the court declined the petition and the Commonwealth Court upheld that decision.

Board members are reminded to carefully review bylaws to confirm the right to remove directors encompasses a number of circumstances.

– June F. Swanson, Meyer, Unkovic, & Scott, jfs@muslaw.com