Q: Can members make motions at an annual meeting of a nonprofit corporation? Our board says no.
A:
You will want to look at the certificate of incorporation and the organization's by-laws.
Under New York law, the by-laws "may contain any provision relating to ... the rights or powers of its members." In general, New York law recognizes that the members may vote for the election of directors at the annual meeting, and also speaks in general terms about voting on other business that might come up at that meeting. However, the law also allows that the rights of members (or classes of members) can be restricted by the certificate of incorporation and by the by-laws.
To know exactly what right a member has in a particular instance, you would need to refer to those two documents.
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.
