At the last election of officers, the members voted for officers for terms of two years. Before the next election, the Board extended the terms for another year. The bylaws used to require that any changes had to be approved by the members, but the Board changed the rule so they can make changes without notice or approval from the members. Are there any IRS rules that vest power in the members?
The IRS does not normally govern the internal governance of nonprofit organizations. State law will normally control such questions. In most cases it is unlikely that the Board can unilaterally limit the rights of members, although some state laws may permit it. Consult an attorney familiar with the nonprofit law of your state for a more specific answer.
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