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Nonprofit Law/501(c)6 and membership definition


QUESTION: I am part of a 501(c)6 non-profit that has been established for years.  We pay membership dues and have membership classifications defined in our By-Laws.  Until a recent change approved by Board of Directors, members had voting rights.  The board approved new By-Laws to remove voting rights for members (and redefined membership with no voting rights).

I am wondering, do members have any recourse to overturn such a change to by-laws that eliminates their voting rights?  Membership model has been in place since inception of 501(c)6.

Your thoughts appreciated.


ANSWER: Let me know if the organization is a North Carolina Nonprofit Corporation. After you give me that information I will reply further. But, if it is, see Chapter 55A of the North Carolina Code, the North Carolina Nonprofit Corporation Act, which, on the site, is available at

Specifically note in 55A-2-02(a)(5) that "The articles of incorporation shall set forth:        Whether or not the corporation will have members;".  

55A-7-01 provides that members have a right to vote.

A change in the bylaws can not remove something provided for in the articles of incorporation.
In every state, the Articles of Incorporation will take precedence
over the bylaws.

For example a California  appellate court stated " as it generally
is, that the Articles of Incorporation will control the bylaws" and
"as a general matter, articles take precedence over bylaws."
That is from "Classis Of Central California v. Miraloma Community
Church, 177 Cal. App. 4th 750-(Cal Appellate Division, First
District, 2009)

Cited the lower court, "In other words, even if it's the case, as
it generally is, that the Articles of Incorporation will control
the bylaws, that doesn't mean that the bylaws aren't relevant in
when and how and whether the articles can be amended."

Texas Nonprofit Corporation Code has
--- Start of Excerpt ---
AND BYLAW.  (a) A provision of a certificate of formation of a
corporation that is inconsistent with a bylaw controls over the
bylaw [except for a change in the number of directors as discussed
following that clause].
---End of Excerpt---

We conclude that a corporation's bylaw is void to the extent that
it is inconsistent with the corporation's articles of
incorporation. Nev. Classified Sch. Emp. Ass'n v. Quaglia, 177 P.3d
509 (Nev., 2008)

Wisconsin Statutes provide in 181.0206(3), "The bylaws of a
corporation may contain any provision for regulating and managing
the affairs of the corporation that is not inconsistent with its
articles of incorporation or with the laws of this state."

See also 55A-10-03 as to amending the articles of incorporation, which would be required to remove voting memberships:
--- Start of Excerpt ---
(a)        If the corporation has members entitled to vote thereon, then, unless this Chapter, the articles of incorporation, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted shall be approved:

(1)        By the board or in lieu thereof in writing by the number or proportion of members entitled under G.S. 55A-7-02(a)(2) to call a special meeting to consider such amendment;

(2)        By the members entitled to vote thereon by two-thirds of the votes cast or a majority of the votes entitled to be cast on the amendment, whichever is less
--- End of Excerpt ---

For me to give you a definitive analysis, however, I would need to look at the articles of incorporation and the old bylaws and the revised bylaws. I have in my profile in my forum at the free service that I offer is only for questions directly related to IRS exempt purpose issues of 501(c)(3) organizations.

Your issues are beyond that and I would need to spend a substantial amount of time.  If you want to hire me, send me an email directly to my email address below and I will quote you my fees.

Harvey Mechanic
Attorney at Law

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.

---------- FOLLOW-UP ----------

QUESTION: Thanks.  Original (and current) articles of incorporation are via Indiana.  I would assume somewhat similar to NC, but would ask to learn more...

See See
which is the Indiana Nonprofit Code as revised, 2013

specifically IC 23-17-3-2 which provides, "Articles of incorporation must contain the following...(5) Whether or not the corporation will have members.

IC 23-17-7-1 provides, "Articles of incorporation or bylaws may establish criteria or procedures for admission of members."

IC 23-17-11-3 provides, " Unless articles of incorporation or bylaws provide otherwise, a member is entitled to one (1) vote on each matter voted on by the members.

IC 23-17-17-2 provides that, "An amendment to articles of incorporation or bylaws
of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this article."  Then you would read the requirements below that including "(d) An amendment under this section must be approved by the members by a majority of the votes cast by each class."

Harvey Mechanic
Attorney at Law

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.

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Harvey Mechanic


I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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