Picasso

INTRODUCTION

This appeal arises from a dispute between board members of a nonprofit housing organization, Central American Relief Foundation, Inc. (CARF). Appellant and long-time CARF board member Guillermo Gomez Picasso contends board president Hugo Merida held a secret “special meeting” on January 4, 2016 and installed a new slate of directors without notice to the existing board, in violation of quorum and notice requirements in CARF’s bylaws. The putative new board liquidated CARF’s real estate holdings and dissolved the organization. Picasso sued alleging the new board members misappropriated funds and he sought, among other relief, a declaration that he was a continuing director of CARF and the removal of the new board members installed at the January 4, 2016 special meeting. Following a bench trial, the court did not address the legality of the January 4, 2016 special meeting but instead concluded Picasso’s term of office ended in June 2017 when the new board held an annual meeting and formally voted to remove any directors not in attendance. The trial court found Picasso was not a director and had no standing to sue for removal of board members or misappropriation of…