Corporate Law Ultimate Responsibiality of the President of an Association

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foolmegoat

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My jurisdiction is: Missouri/Oklahoma

My jurisdiction is: Missouri

Dear Sirs and Madams:
I am a member in good standing of a Federaly tax exempt State (Oklahoma) not for profit incorperated livestock Registery.

I and several other members feel the past and present Board of Directors Majority are in direct violation of the Constitution and Bylaws, state and federal statutes and codes to the point of leaving the Association open to civil and criminal law suits that could potentialy destroy the Registery, which would result in great harm to the breed itself and all members.
The current President and one BOD member have shown consistently by theire vote and open communication to the members that they are not in favor of the Majority opinions and actions and have done all they are constitutionaly allowed to do to direct the BOD in how they feel the BOD must proceed in running the association.
I and several others have used all means granted in the Constitution and Bylaws to "force" the BOD to consider their illegal actions and have met with total rejection of our questions and charges of malfeasence ( to the point of being threatend with expulsion and civil suits) on the Majoritys part.

My questions: If, in fact, the President has reached an ethical and legal impass, if he is no longer able to perform his duties, the prime one being "to protect the breed..." as per the Constitutions stated purpose for the Association, What is his legal and ethical duty? Is he allowed/required to seek private legal council ( as a breeder member and the President) and possibly file suit against the Association as represented by the BOD majority? If a suit was filed by a member could this President be more valualbe to the Association if he were representing himself and the Association from th opposing side?
I and another Breeder member have retained legal council with a Attourny experience in dealing with livestock Associations and are currently working on developing our first communication with the BOD. Would it be ethical, legal, advisable for the President ot join with us now, before we send our first letter to the BOD?
Thank you for you time, opinion, and consideration
 
You are not receiving responses because your question is presented in a complicated way. Try simplifying it.

As I understand it, the President is on the opposite side from you. Why do you think he would join with you?

It's probably legal for the President to vote however he sees fit. Whether he can sue the Board depends on your bylaws - they may prevent a sitting member from suing, requiring him to step down.

If you already have an attorney, you should be asking him/her these questions.
 
Sorry to not make myself clear...
the President is on our side: the side of acting as dictated by the CandBLS... he and one other BOD member know that the Majority are acting in ways that are unconstitutional and illegeal. I know this from his open posts on yahoo groups, his voting record and from personal conversations with him.
I do not know if he would consider joining us in a suit. It just seems to me that all internal means of straightening out the BOD Majority have been taken to no avail...What should the President do if he does not want to step down?
I will ask the lawyer, next visit we have...thank you!
 
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