Non-Profit Corporation

Texas - Under the Texas Non-
Profit Corporation Act, Article 1396-2.30

A non-profit corporation volunteer board ( a women's social tennis league) authorized a series of purchase contracts (estimate value Approx. $24,000) that was brought for consideration by a member of the board. After the contracts were approved and completed, it was revealed that the company providing the service was owned and operated by the board member. When confronted by the board and asked for a disclosure of costs and profits, the board member refused to provide any information and stated that the board had no business or any right to know the activities and profits of her company. The bylaws of the non-profit corporation state that no member of the board may make a profit as a result of her position on the board.

1. Is this a violation of the above Article?
2. Is there a limitation on the amount of profit that a board member or director of a non-profit corporation in Texas?
3. Can civil or criminal charges be filed against a corporate board member or director who violates the full disclosure requirements of the Texas Article 1396-2.30 or who violates the by-laws of the non-profit corporation that they serve?
4. Can a restraining order be filed against the board member to restrain her from interfering with the corporation activities? The board member has filed a lawsuit against the non-profit corporation and the other board members after she was voted off the board.