The Problem

A not-for-profit corporation experienced repeated disruption at its annual general meetings as various factions attempted to take over control of the Board of Directors by electing a full slate of directors at the meetings.

Our Approach

We reviewed the governance of the not-for-profit corporation and recommended amending the bylaws to provide for a rotational election of directors, so that only a minority of the Board of Directors retired at each meeting. We drafted the bylaw amendment and assisted in the conduct of the meeting at which the bylaw amendment was approved.

The Result

Implementation of the amendment resolved the problem.