Can the board of directors vote to create a DBA or should this be brought to the memebership?
We are a local organization of artists who are finding that our name is restrictive and limiting (we're a small non-profit 501 c-3 corporation) In this instance, can the board of directors vote to create a DBA to update our name or are we required to bring it to the general membership for discussion and vote? We have over 200 members and over 70 attend any given meeting. Our name is restricting our growth and, while I do not want to loose our original name, we want to create a new more inclusive name. We will keep our accounts and tax reporting in the original name of our corporation. I need to know the proper procedure within the group for this change.
The procedures for implementing a change like this should be set out in your organization's bylaws, policies and procedures, or in your state's laws governing not-for-profit corporations. Generally, however, it is the responsibility of the board of directors to manage the affairs of the not-for-profit organization and to make marketing-related decisions on behalf of the organization. Decisions that tend to be left to the membership have to do with changing the rights and privileges of membership, voting on who will be directors on the board, and anything to do with changing the mission of the organization. However, a new name (even if a DBA) could go either way. Check with a local attorney on what the best procedure is for you. Otherwise, there is no harm in taking the safe route of giving notice of a membership meeting to discuss and vote on the new name. Once again, your bylaws or policies and procedures should outline the voting procedure.
Nina L. Kaufman, Esq. is an award-winning New York City attorney, edutainer and author. Under her Ask The Business Lawyer brand, she reaches thousands of entrepreneurs and small business owners with her legal services, professional speaking, information products, and LexAppeal weekly ezine. She also writes the Making It Legal blog.