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>>From msen.com!weinberg Mon Apr 12 22:05:35 1999
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>Date: Mon, 12 Apr 1999 22:01:43 -0400
>To: Michael Sondow <[EMAIL PROTECTED]>
>From: Jonathan Weinberg <[EMAIL PROTECTED]>
>Subject: Re: [Membership] Re: : [IFWP] COMMENTS ON
> M.A.C.RECOMMENDATIONS of MARCH 18
>Cc: Izumi AIZU <[EMAIL PROTECTED]>, [EMAIL PROTECTED],
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> The relationship between a California nonprofit corporation and its
>members is governed in the first instance by the California Nonprofit
>Corporation Law. Whether you (or I) think the law is well-written doesn't
>much matter, and the notion that it would not "stand up to a test in
>federal court" is fanciful. Under that law, near as I can tell, the
>proposition that a nonprofit corporation's failure to charge dues somehow
>divests its members of rights is incorrect. In particular, section 5710,
>which covers suits against nonprofit corporations by their members, doesn't
>draw any distinctions between entities that do and don't require members to
>pay dues.
>
> If you have authority to the contrary, I'd be delighted to see it.
>That's how legal argument works; if you want to convince me that your
>statement is an accurate description of the law, you tell me the legal
>authority supporting it. I can then assess whether your cases are from the
>right jurisdiction, whether they mean what you think they do, whether
>they're distinguishable, and so on. If you don't want to engage in that
>process, no one can force you. But you should understand that you're not
>going to convince people of the legal correctness of your views by arguing
>"I have legal authority but I won't tell you what it is."
>
>Jon
>
>Jonathan Weinberg
>Associate Professor of Law
>Wayne State University
>[EMAIL PROTECTED]
>
>
>
>At 02:46 PM 4/12/99 -0400, Michael Sondow wrote:
>>Jonathan Weinberg a =E9crit:
>>
>>> This assertion is completely mystifying. Can you cite any legal
>>> basis for it? =20
>>
>>I have been researching these questions in federal district and
>>appeals court cases and, while I have not had time to complete my
>>study, not by a long shot, I have already found some recent cases in
>>which the opinion of the judges was that members of an organization
>>who did not pay dues, or who had not directly voted for bylaws or
>>for directors, or whose situation was not explicitly encompassed by
>>a definition of members, had no standing to sue the corporation for
>>violation of its bylaws. I am not, of course, going to cite the
>>cases for you. You will have to do your own research. :-)
>>
>>> The California Nonprofit Corporation Law appears to be to
>>> the contrary. See sec. 5056 (defining "member," and making no reference
>>> to dues); see also secs. 5311 ("memberships may be issued by a=
> corporation
>>> for no consideration or for such consideration as is determined by the
>>> board"), 5351 (a "corporation *may* levy dues . . . upon its members").
>>
>>The California Corporation Law is a bad law. It is ambiguous in many
>>places and much of it would not stand a test. For example, Sec. 5134
>>says: "If initial directors have not been named in the articles, the
>>incorporator or incorporators, until the directors are elected, may
>>do whatever is necessary and proper to perfect the organization of
>>the corporation, including the adoption and amendment of bylaws of
>>the corporation and the election of directors and officers.",
>>whereas=20
>>Sec. 5150(c) says: "The articles or bylaws may restrict or eliminate
>>the power of the board to adopt, amend or repeal any or all bylaws,
>>subject to subdivision (e) of Section 5151." [Note: subdivision (e)
>>does not reference Sec. 5134.]
>>
>>Obviously, these two sections can coexist in the same statute only
>>under certain special conditions, not all. Yet nowhere are the
>>conditions under which they can coexist and those under which they
>>cannot specified. Therefore the statute is, as regards the changing
>>of bylaws by incorporators, incoherent and bad law, and cannot be
>>applied. Much of the rest of the California statute is equally badly
>>written and, as I say, will not stand up to a test in federal court.
>>
>>
>
--
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"Those who give up a little freedom for a little security
will not have, nor do they deserve, either one"
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