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Change of Rules by Club Members Is Not “Oppressive Conduct”

Change of Rules by Club Members Is Not “Oppressive Conduct”

Change of Rules by Club Members Is Not “Oppressive Conduct”

When membership in the nonprofit Wapsi Hunting Club in Iowa declined to only five members in 2008, they hired an attorney to review their articles of incorporation and bylaws and make recommendations for moving forward. In response, four of the members, over the objection of the fifth, Paul Jochimsen, amended the mutual-benefit corporation’s bylaws to make it possible to admit members without a unanimous vote, to provide that each member would be a director, and to provide that net assets would be distributed pro rata among the members upon dissolution. They rejected several proposals from Jochimsen, including a suggestion that memberships be redeemable at a proportionate value of the assets and that assets be distributed to charity upon dissolution. In addition, they admitted a new member without introducing him to Jochimsen or having him participate in club events before admission.

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