The Nonprofit FAQ

Do all nonprofits have members?

Quoting Cindy House writing to Nonprofit@rain.org (see http://www.rain.org/mailman/listinfo/nonprofit) on 9/20/05: I am just starting the process of incorporation for my nonprofit. I'm a little confused about members. Does a non-profit have to have members? Mine is an international charitable endeavor and I'm not sure how membership would work. I'm thinking of membership as something that is applicable for nonrofits such a museums. Am I wrong? Is your Board of Directors considered to be members of your organization? Putnam Barber responded with this note: The choice of whether to have members or not is usually a decision to be made during the development of the articles of incorporation and bylaws of a new organization. It is an important decision. If the organization does have members, then those members will have certain governance rights and responsibilities, spelled out in state law and in the bylaws. This arrangement can give the organization great strengths, but it can also be a barrier to necessary action if assembling a quorum and gaining agreement prove difficult. Once an organization has been formed with members, it requires an affirmative vote by the current membership to change many things. It is quite common for nonprofits to be formed with self-perpetuating boards—in other words, the board members choose successors, and there is no election process involving members. As you note, often the term "member" is used loosely without conferring any governance rights—as a way of recognizing the special relationship donors have to the organization. See also "Creating connections between membership and donations" http://www.nonprofits.org/npofaq/19/48.html. There's more discussion of these questions in this nonprofit FAQ item: "What Membership Benefits Should We Offer?" http://www.nonprofits.org/npofaq/19/20.html Posted 9/24/05 -- PB