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The term “member” is a term of art defined in California Nonprofit Corporation Law (the “Law”). Generally, a member under the Law (sometimes referred to as a “statutory member” or “voting member”) means any person who, under a provision of a corporation’s articles of incorporation (“articles”) or bylaws, has the right to vote on (1) the election of directors, (2) the dissolution of the corporation, (3) a merger, or (4) a disposition of all or substantially all of the corporate assets; or any person identified as a member in a corporation’s articles or bylaws who has a right, under either governing document, to vote on changes to either document.

A California nonprofit corporation is not required to have members. If a corporation has no members, actions that would otherwise require membership approval requires only board approval, and rights that would otherwise vest in the members are vested in the directors.

Note that these voting members are different than a nonvoting “membership” that may be offered in return for a donation or dues, such as the membership at a typical museum or other arts or cultural organizations. While such nonvoting members may receive certain benefits such as discounts or exhibit previews, nonvoting members do not have voting rights or statutory rights and should not be confused with voting members.

Rights of Voting Members

Generally, voting members have the following rights under California Nonprofit Public Benefit Corporation Law:

Corporations may provide voting members with additional rights. However, in considering whether to provide such members with additional rights or authority, the board should determine whether it is unreasonably giving important powers to individuals who have no fiduciary duties to exercise care and loyalty in using such powers. If a quorum for a membership meeting is relatively low, it can also allow a very small group of members to take actions and sometimes take over the corporation (including by removing and replacing the entire board and changing the corporation’s mission).

Decision to Create a Voting Membership Structure

While voting members can make sense for certain organizations, having voting members adds a significant amount of procedural complexity and substantial compliance costs for an organization and also increases potential litigation risks, as voting members generally have standing to sue the organization or sue on behalf of the organization.

Below are some pros and cons to consider when determining if your organization should have a voting membership structure:



Overall, it is important to clarify whether a voting membership structure is desired for an organization, because it is possible to inadvertently create a voting membership class by not clearly describing the rights and obligations of certain individuals, regardless of whether they are called “members.”





