Looking for anyone with experience in a nonprofit wrongful termination / bylaw authority situation
I’m trying to understand whether anyone has dealt with a situation similar to mine.
I worked for a nonprofit organization governed by a board of directors made up of volunteer officials elected by the membership. Under the organization’s bylaws, the Executive Director was responsible for operations, and the bylaws stated that board members could not exercise powers assigned to the Executive Director.
The Executive Director left, and after that the board became directly involved in operations without first hiring a new Executive Director or appointing a temporary operational lead.
I had been with the organization for almost two years. I was hired by the Executive Director, was a full-time employee with benefits, had no formal or informal discipline, and had one positive yearly evaluation during my tenure. I also have letters indicating I was performing well.
One day I was called into the office and a single board member handed me a termination letter stating I was being terminated without cause. When I asked why, I was told the reason was in the letter, but the letter only said “without cause.” The termination letter was not issued by the Board as a whole, and it was signed only by that one board member.
A few weeks later, the organization contracted my former role out rather than posting the position. To my knowledge, there were no board minutes creating an officer with temporary hiring authority, and I was also told there was no board meeting where my termination was discussed.
I spoke with an employment lawyer, who advised that this is a wrongful dismissal matter and that common law notice would apply beyond the minimum statutory notice. I was given one week’s notice and no severance at the time. My understanding is that reinstatement is generally not available in ordinary non-union employment cases, so the matter is being treated as a settlement issue.
What I am struggling with is this:
How can a termination still be legally effective if the person who delivered and signed it may not have had authority under the organization’s bylaws to do so?
I understand that wrongful dismissal and invalid internal process are not always treated the same way legally, but that distinction has been difficult for me to understand.
I’m also curious whether anyone has dealt with:
- a nonprofit or society board acting outside its bylaws
- a termination signed by one board member rather than authorized by the board
- settlement discussions where the employer’s internal process appears questionable, but the practical remedy is still just money
I’m not really looking for emotional support as much as I’m trying to understand whether this kind of situation is common, and how others have seen it play out.