Last night, I was privileged to read an email from Linda Amiel Burns describing what I now call a coup at the American Popular Song Society, an organization she led for 42 years. I read it and wondered if what she described could possibly have happened the way she said it had.

Today, quite unexpectedly, a publicist sent me a press release announcing APSS’s new leadership. Suddenly, the email I had read the night before became considerably more interesting.

There is something almost incomprehensible about being forced out of something you created. You have the idea. You give it a name. You find the people, build the audience, raise the money, create the programs and spend years—sometimes decades—turning an idea that existed only in your head into an institution other people value. Then one day, the institution tells you it no longer needs you. It sounds impossible….. right? Legally, it isn’t.

The press release I received today stated that APSS’s new leadership followed the “retirement” of the organization’s former president and treasurer. There is considerably more contained in that seemingly innocuous word than the announcement suggests.

Linda Amiel Burns spent 42 years as president of APSS, helping shape an organization devoted to preserving and celebrating the American Songbook. Glen Charlow served for years as its treasurer and worked alongside her in producing its programs. As recently as June, Burns was still publicly identified as president of APSS and Charlow as treasurer when they co-produced the organization’s Sidney Myer Lifetime Achievement Award gala at The Cutting Room. Michael Lavine, now announced as APSS’s new president, served as musical director for that evening. Even more strikingly, the American Popular Song Society Series was recognized at the 2026 MAC Awards as having been “created, produced, and hosted by Linda Amiel Burns.” This isn’t ancient history. It happened this year.

According to the account I read from Burns, she did not voluntarily retire. She described being forced out and said a board meeting and vote took place without either her or Charlow present. Burns alleges that this was no ordinary board transition. She says she was given incorrect information about the location of the meeting and was consequently absent when the vote affecting her leadership took place. Burns’ account goes considerably further than saying she disagreed with a board decision. According to the communication I read, Burns says the meeting at which the leadership change was decided took place at Michael Lavine’s apartment and that she was never informed that the meeting was being held there. She therefore was not present for the meeting that resulted in the organization she had led for 42 years moving forward without her.

Those are serious assertions. The precise circumstances of that meeting—including who called it, who attended, what notice was given, what was voted upon and what the organization’s bylaws require—needs to be established before conclusions can responsibly be drawn about whether proper procedures were followed.

That leadership change is no longer theoretical. The announcement I received names Michael Lavine as president, Tom Toce as vice president, Lisa Mathias as treasurer and Marilyn Lester as secretary.

That raises a question far bigger than one organization: How can someone spend decades building something and then be removed from it without being present?

The answer lies in a distinction most people probably never think about until it happens to them. Founding an organization and owning an organization are not necessarily the same thing. A nonprofit corporation does not belong to its founder in the way a privately owned company can belong to the person who created it. Once an organization is incorporated, authority is governed by its certificate of incorporation, bylaws, board structure and applicable state law. In New York, that law can be startling.

Under Section 714 of New York’s Not-for-Profit Corporation Law, an officer elected or appointed by a board may be removed by that board with or without cause. If an officer was elected by the organization’s members, removal generally rests with those members. Read that again. With or without cause.

Being the visionary doesn’t necessarily protect you. Neither does being the person who spent decades building the organization. The title “founder” carries enormous historical and emotional significance, but the actual legal authority a founder retains depends upon how the organization was structured and what protections were written into its governing documents.

The distinction between being removed as an officer and being removed as a director also matters. New York law treats those positions differently. Removal of directors is governed by another section of the Not-for-Profit Corporation Law and can depend upon who elected the director, whether removal is for cause and what the corporation’s certificate and bylaws provide. In other words, the bylaws you barely thought about when everyone was enthusiastic, cooperative and committed to the same dream can become extraordinarily important years later when those same people no longer agree. There is a bitter irony in that.

Most founders don’t begin by imagining that the people they invite onto a board will someday vote against them. They are thinking about the mission. They need help. They need expertise, credibility, fundraising, administration and people willing to shoulder some of the responsibility. So they build a board, and with that board they distribute power.

That is not inherently wrong. In fact, independent governance is one of the fundamental principles of the nonprofit structure. Directors and officers have fiduciary responsibilities to the organization itself. New York law requires directors and officers to perform their duties in good faith and with the degree of care an ordinarily prudent person in a similar position would exercise.

There are good reasons for those safeguards. A nonprofit cannot simply become the personal kingdom of its founder. Boards need the ability to intervene when leadership fails, when finances are mishandled, when a mission is abandoned or when an organization genuinely needs to evolve. But there is another side to that protection. The very governance structure designed to prevent a founder from controlling an organization indefinitely can also make it possible for a board to remove the person who created and nurtured it.

That doesn’t automatically mean such a removal is improper. It also doesn’t mean it is fair. Legal and fair are not synonyms.

That is why the circumstances surrounding Burns’ departure from the American Popular Song Society deserve more than the single word “retirement.” If someone voluntarily decides after 42 years that it is time to leave, that is retirement. If someone is removed against her wishes, that is something else.

What exactly occurred within APSS—including what procedures were followed, what its bylaws require, what votes were taken and why its leadership changed—requires documentation and responses from those involved before conclusions can responsibly be drawn. But Burns’ and Charlow’s experience illuminates something every person creating a nonprofit should understand long before there is a disagreement.

Your passion is not a governing document. Neither is your commitment. Neither is your hard work. Neither are your sacrifices, the years you gave it, or the uncomfortable truth that the organization might never have existed without you, especially during COVID.

If preserving some continuing role in an organization matters to a founder, that issue has to be considered when the corporation is structured and its bylaws are written—not decades later when relationships have deteriorated and everybody suddenly discovers exactly what those documents say.

There is also a larger human question that statutes cannot answer. At what point does an organization become separate from the person who gave birth to it? Every successful founder eventually has to allow other people to participate in what he or she created. Otherwise, there can be no succession, no growth and ultimately no institution capable of surviving its creator. But there is an enormous distance between passing the torch and having it taken from your hand.

The press release I received was intended as an announcement of a new season and new leadership. After reading Burns’ account the night before, I read it very differently.

The announcement names Michael Lavine as president; Tom Toce as vice president; Lisa Mathias as treasurer; Marilyn Lester as secretary; and Will Anderson, Ken Bloom, Bill Boggs, George Calderaro, Will Friedwald, Sandy Marrone, Beth Naji, Andrew Poretz, Judy Stewart and Mark William as board members.

Several of those names are not newcomers to APSS. Historical materials from the organization list a number of them in leadership or board positions during Burns’ presidency and Charlow’s tenure as treasurer.

I know some of these people personally. That makes what has happened more difficult for me to understand, not easier.

I am not prepared to accuse every person named on a newly constituted board of participating in the circumstances Burns describes. I do, however, want to know who attended the meeting, who voted, what they voted upon, what notice Burns and Charlow received, what the bylaws required and why an involuntary departure—if Burns’ account is borne out by the documents—is being publicly described as a “retirement.”

Those aren’t accusations. They are questions that deserve answers.

After 42 years of leadership, Linda Amiel Burns deserves something more substantial than having her history reduced to a word in a press release.

The American Popular Song Society is entering what its new leadership calls “New Directions.”

Before an institution decides where it is going, it should be honest about how it left behind the people who brought it this far. I would really like to know how Linda Amiel Burns, who spent 42 years helping keep this organization alive, could apparently be absent from the room in which the organization decided to continue without her.

And there is one question I want answered most of all: How does a press release describe her departure as a “retirement” when Burns herself says she did not retire?