Legal Question in Civil Rights Law in California

By-law changes for Non profit organization

I have a slight situation that has just been brought to my attention. I was elected to the secretary position of our local gun club, and last year the by-laws were rewritten. I had another new board member bring to our attention that some of the wording changed. Such as requiring a 2/3 membership vote to a 2/3 of a meeting quorum. His issue is he believes that to change this we need the 2/3membership vote to document this. Is he correct, or are we ok? We have a membership of over 400 and on an average we have only 30 to 40 members at a meeting. This was the reason for the change. If this was done incorrectly, what can we do? or what needs do be done?? We notify every member of the meeting that the new by-laws would be voted in.


Asked on 12/21/07, 2:36 am

1 Answer from Attorneys
Terry A. Nelson Nelson & Lawless

Re: By-law changes for Non profit organization

IF you actually needed 2/3 vote of all members to validly make such change, then that is the answer to your question - changes made without proper vote are 'invalid' and can be contested. However, I suspect that is not the case, or at least it shouldn't be. No organization should ever have such stringent vote requirements; as you already acknowledged, only 10% of your members ever attend, thus nothing could ever be validly voted without mail-in votes, which seldom have high response rates.

You need to have the by-laws reviewed and improved. Consult with local counsel experienced in non-profit issues. See if your local NRA Members Council has someone that can help you, since you have related interests [you do support the NRA don't you!?]. Check on nramemberscouncils . com where you'll find contact information. Or, if all else fails, feel free to contact me to discuss whether I can provide the service you need.

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Answered on 12/21/07, 2:04 pm


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