US Legal Forms
Legal Resources
Questions & Answers
Corporations
Does a Volunteer Employee Have a Right to Be Heard By the Board of Directors?

Does a Volunteer Employee Have a Right to Be Heard By the Board of Directors?

Full question:

Does a volunteer with a nonprofit organization have a right to be heard by the Board of Directors if questioning practices/governance?

Category: Corporations
Date: 04/07/2025
State: California

Answer:

If the bylaws of the company don’t provide such a right, which is not likely, then it is possible that if the volunteer also owns shares of stock in the company, he or she may be heard at a shareholder’s meeting.

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

Can a volunteer board member be sued?

Yes, a volunteer board member can be sued, but the circumstances matter. Generally, they may be protected by state laws that provide immunity for volunteers acting in good faith. However, if a board member engages in misconduct or breaches their fiduciary duties, they can be held liable. It's essential for board members to understand their responsibilities and the protections available to them under state law.

What should nonprofit board members not do?

Nonprofit board members should avoid conflicts of interest, self-dealing, and failing to fulfill their fiduciary duties. They should not act outside their authority or ignore the organization's bylaws. Additionally, they should refrain from engaging in unprofessional conduct, such as disrespecting fellow board members or not adequately preparing for meetings.

What is unprofessional conduct of a board member?

Unprofessional conduct of a board member includes behavior that undermines the board's integrity or effectiveness. This can involve disrespectful communication, failure to adhere to meeting protocols, or not acting in the best interest of the nonprofit. Such behavior can harm the organization's reputation and hinder its operations.

What are the basic rights of a member of a nonprofit organization?

Members of a nonprofit organization typically have the right to participate in meetings, vote on key issues, and receive information about the organization’s activities and finances. They may also have the right to express concerns and suggestions to the board, depending on the organization's bylaws. It's important for members to review these bylaws to understand their specific rights.

What should a board of directors not do?

A board of directors should not engage in activities that compromise the nonprofit's mission or violate its bylaws. They should avoid conflicts of interest, neglecting their duties, or making decisions without proper information. Additionally, they should not ignore the concerns of stakeholders, including volunteers and members, as this can lead to distrust and dysfunction.

Who holds a nonprofit board accountable?

A nonprofit board is primarily accountable to its members, donors, and the community it serves. Members can raise concerns and demand transparency. Additionally, state laws and regulations play a role in holding boards accountable, as they must comply with governance standards and fiduciary duties. In some cases, oversight can also come from state attorneys general or regulatory bodies.