[CCWG-ACCT] "Delegates": A Possible Alternative to Members

[Greg Shatan]

California non-profit law states that a non-profit corporation may have
delegates, who would have some or all of the powers of members.  It is my
understanding that these delegates would not be "statutory" members of the
organization (and that the organization would not be a "membership"
non-profit).

It is possible that using delegates could solve some of the issues raised
about members and the concept of "membership."  I have not read beyond the
statute itself, so consider this only a rough starting point (and certainly
not "legal advice").

Here is the statutory language, from Cal. Corp. Code §5152:

5152.  A corporation may provide in its bylaws for delegates having
some or all of the authority of members. Where delegates are provided
for, the bylaws shall set forth delegates' terms of office, any
reasonable method for delegates' selection and removal, and any
reasonable method for calling, noticing and holding meetings of
delegates and may set forth the manner in which delegates may act by
written ballot similar to Section 5513 for written ballot of members.
Delegates may only act personally at a meeting or by written ballot
and may not act by proxy. Delegates may be given a name other than
"delegates."


Greg Shatan
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