Oct
07
2010

Why I don’t like “members”

As discussed in a previous blog, in most jurisdictions a “member” is someone (other than a director or delegate) entitled to vote for directors of a nonprofit corporation; members also generally get to vote for important corporate actions, like mergers and dissolutions. Most states ask for a response on the articles of incorporation to a question like the following: does the corporation have members?

Now, whether or not you like the concept of someone with rights like “members”, it is hard to imagine a worse term of art for nonprofit corporations. It is confusing to use the word “member” in a body of law that commonly refers to “members of the governing body of the organization” or “members of a committee” which are not the same as just plain, old “members”. It is even more confusing for nonprofits, who may think of the common lay usage: for example, I am a member (meaning I get reduced admission) of a local charity. But I don’t think they want me to have voting rights. It gets more even confusing with nonprofit corporations that are churches. Churches may use the word “member” to refer to someone who regularly attends their meeting or who has undergone certain ordinances; but the church may or may not want such people to vote on directors and dissolution.

I have seen many instances where persons formed a new charity and answered “yes” to the question on the articles of incorporation as to whether they will have members. This can get ugly years later when they want to dissolve and learn that they had unwittingly made everyone who ever bought a raffle ticket a life-long member.

If you are a charity and you want to have “members” or if you want to have something that you would normally call members, but are now afraid to (like church attendees), be very precise in your articles. You can say “we will not have members as defined in section __ of the _______ act, but we will have members that…” And if you do have “members”, it is a good idea to provide for memberships that expire after a period of time so you don’t need to track people down years later.

If you are a legislator, I submit that the term “member” could be improved upon. Possible improvements include “Member” (notice the capitalization) or “Corporate Member” or “Twilight Dad” or “Vegetarian” or “Master Sniffer“. Anything that would cause a charity to pause and make sure that they really know what they are signing up for would be an improvement.

On the other hand, if confusion is desired, I have thought of some alternatives for “members” that might do just as well at getting false positive responses to the question, “does the corporation have members?” I suggest replacing the word “member” with one of the following:

“people”
“participants”
“fun”
“a cause that matters”
“fundraising events”
“meetings”

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