How to Remove a Member from a Nonprofit Under Washington Law

Running a nonprofit organization involves dedication, a strong sense of purpose, and the collaboration of its members. However, there may come a time when an officer needs to be removed from their position. Whether it's due to inefficiency, misconduct, or other reasons, it's essential to understand the proper procedures as outlined by Washington law.

This article will serve as a guide on how to remove a member from a nonprofit, drawing from the RCW 24.03A.595 regulation in Washington law. As representatives of a law firm specializing in business law, we aim to provide a clear, step-by-step explanation on this matter.

Why You May Need to Remove a Member

• Breach of Duties: An officer who fails to perform their roles or acts against the nonprofit's objectives may need removal to protect the organization's integrity.

• Misconduct: If an officer is involved in unethical or illegal activities, it becomes paramount to remove them to maintain the organization's reputation.

• Conflict of Interest: An officer might be acting in their personal interests rather than those of the nonprofit, leading to decisions that could harm the organization's purpose or mission.

• Inefficiency: In cases where an officer is unable to execute their responsibilities effectively, it might be necessary to consider their removal for the betterment of the organization.

Things to Consider Before Removal

• Check the Bylaws: Before taking any action, it's crucial to review the organization's bylaws. These bylaws may contain specific procedures or conditions for removing an officer.

• Open Communication: Attempt open dialogue with the officer in question. Sometimes misunderstandings can be resolved through clear communication without having to resort to removal.

• Documentation: Ensure that you document every step of the process, including reasons for the potential removal, discussions held, and any actions taken.

• Fairness and Due Process: Ensure that the officer has a fair chance to defend their actions and consider involving a neutral third party for an unbiased perspective.

The Removal Process As Per RCW 24.03A.595

1. Resignation of Officers:

• An officer can choose to resign by providing notice to the nonprofit.

• The resignation becomes effective once the notice is delivered unless a later time is specified.

• If the resignation has a future effective date and the board or the appointing officer accepts this date, a successor can be appointed. However, this successor will only take office at the specified future time.

2. Procedures for Removal:

• If the articles or bylaws don't specify otherwise, an officer can be removed with or without cause in the following ways:
  a. By the board.
  b. By the appointing officer, unless the board stipulates differently. Here, the "appointing officer" refers to the individual who appointed the officer in question or their successor.
  c. By any other officer with the authority, granted by the articles, bylaws, or board, to remove the officer.

In summary, while the decision to remove an officer from a nonprofit is never easy, understanding the guidelines and procedures under Washington law can facilitate a smoother process. Ensuring that the removal is done in a fair, transparent, and legal manner is crucial.

At Wheat Legal PLLC, we understand the complexities surrounding business law and nonprofit regulations. If you find yourself in a situation where you need legal counsel regarding the removal of an officer or any other business-related issue, our team of experts is here to assist you. You really cannot rely on blog articles (like this one) to do it on your own and this is not legal advice. Trust in our expertise to guide you through the intricacies of Washington law.

CORPORATE RESOLUTION FOR THE REMOVAL OF AN OFFICER

WHEREAS, the Board of Directors of [Name of Nonprofit Corporation], a nonprofit corporation organized and existing under the laws of the State of Washington (hereinafter referred to as the "Corporation"), believes it to be in the best interests of the Corporation to remove [Name of Officer to be Removed] from their position as [Position/Title];

NOW, THEREFORE, BE IT RESOLVED that:

• Removal of Officer: The Board, after careful consideration and review of relevant documentation and after providing [Name of Officer to be Removed] an opportunity to respond, hereby removes [Name of Officer to be Removed] from the position of [Position/Title], effective as of [Effective Date of Removal].

• Notice to Officer: The Secretary of the Corporation, or any other authorized officer, is hereby directed to provide [Name of Officer to be Removed] with a written notice of this resolution and the decision of the Board.

• Successor Appointment (if applicable): The Board shall begin the process to identify and appoint a suitable successor for the now-vacant position. If a successor has already been identified, then [Successor's Name], is hereby appointed to the position of [Position/Title], effective as of [Effective Date for Successor].

• Records Update: All corporate records, documents, and the Corporation's website, if applicable, shall be updated to reflect this change in officer status as soon as possible.

• Other Actions: The officers of the Corporation are hereby authorized and directed to take any and all actions necessary or appropriate to effectuate the purposes of this resolution.

The undersigned Secretary of [Name of Nonprofit Corporation] hereby certifies that the foregoing resolution was duly adopted by the Board of Directors of the Corporation at a properly noticed meeting held on [Date of Meeting], at which a quorum was present and the resolution was approved by a majority of the Directors in office.

Dated this ___ day of ______, 20.

[Your Name], Secretary

ATTEST:

[Name of President/Chair], President/Chair

NOTE: This pro forma corporate resolution is provided as a general guide. It's essential to consult with legal counsel to ensure compliance with specific requirements and applicable laws.