Our nonprofit is having an election shortly for directors. Some people rush in on election night to pay their membership dues, even though they have almost 3 months prior to the election to join. Without it being in our by-laws, can we say "We are not accepting memberships tonight”? We have no way at the last minute of verifying eligibility.
Your underlying question, I think, is whether you can prevent these new “members” from voting, and perhaps taking over the organization without any prior notice. It has been known to happen when a hoard of people previously unheard of show up and elect themselves to the board and take control.
There are several ways to deal with the issue. Personally, we like providing in the bylaws that members must be affirmatively admitted by some process and do not automatically become members merely by paying the requisite dues. This gives the current members a certain amount of control over the organization. (See Ready Reference Page: “Bylaws Function as 'Constitution' of Nonprofit Corporations.”)
Absent such a selection process provision in the bylaws, the bylaws may state the record date of membership for eligibility to vote, such as the day before the notice of the meeting is sent. Even if the bylaws are totally silent, however, you may still have a way to control who votes. Check your state nonprofit corporation law because many of them allow the Directors to establish a record date for eligibility to vote. You may be able to hold a special meeting of the Directors to provide that individuals must have been members on some date prior to the meeting date in order to be eligible to vote.Finally, some state nonprofit corporation laws set a default date for determination of members authorized to vote when there is nothing stated in the bylaws. That date would undoubtedly be some day before the meeting. Check your state law to see if such a provision exists.
Monday, February 16, 2009
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