How to Sue a Nonprofit's Board of Directors

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A nonprofit's board of directors is the agency's managing group. The board of directors are responsible for the nonprofit's decisions -- such as how to spend grant money -- and must follow the bylaws, the nonprofit's internal rules. A person or organization can sue the board of directors. For example, one or more directors can sue the rest of the board, as well as past and present staff members. A person the nonprofit has helped, donors, members of an organization associated with the nonprofit and another party the nonprofit injured, such as an unpaid vendor, can also sue. Since a nonprofit is a type of corporation, its directors have limited personal liability for debt the nonprofit incurs because of a lawsuit award.

Gather all evidence. For example, possible evidence for a vendor who wasn't paid is the original sale contract, proof of any money the vendor received from the nonprofit and emails or letters from the nonprofit regarding the sale.

Talk to people who witnessed the board's actions or have firsthand knowledge. Confirm the witnesses have information that supports the case. Make a list of witnesses.

Go to the official website of the state judiciary system to determine in what court you must file. You usually need to file in the civil trial court, but rules vary by jurisdiction.

Go to the court in person. Bring copies of the evidence and the witness list. Ask for the forms needed to file a compliant — the paper that states your case and starts the lawsuit — a copy of the court rules and a fee schedule. Read the court rules to find out what you must do. Follow the rules and file the complaint and supporting papers to start the case.


  • Speak to the state attorney general's office if you're not sure you can bring the case to court. For some violations, such as the mishandling of donated money, the state's attorney general may have to start the lawsuit.

    Although the court clerk can't give you legal advice, she can answer questions about the court rules, fees and filing requirements.

    Contact the state labor board first if your claim involves hours worked and unpaid earned wages.


  • Corporation laws are complex. Consult an attorney if you need help.