# Membership Rules in Booster Club Bylaws: Dues, Voting, Rights

> How booster club bylaws should define members, dues, and voting rights, choose between member and board governance, and avoid the pay-to-vote problem.

- URL: https://boosterclub.org/bylaws/membership-provisions/
- Section: Bylaws
- Updated: 2026-10-08

The membership article of a booster club's bylaws decides who has a vote: who elects the board, who adopts the budget, and who can amend the bylaws or dissolve the club. It is the article most likely to start a fight, because it decides who controls the club's money. The president and the bylaws committee own it; the members or the board adopt it.

Two choices shape the article. The first is whether the club is governed by voting members or by its board alone. The second is whether voting depends on paying dues. Both choices carry legal consequences under state nonprofit law, and both affect whether families trust the club.

## Membership-Governed or Board-Governed

Many states let a nonprofit corporation choose to have no voting members at all. California, Florida, and Texas allow it for any nonprofit corporation, and New York allows it for a charitable corporation. In a board-governed club the board elects its own successors and makes the decisions members would otherwise make; under California law, an action that would otherwise need member approval needs only board approval (Corporations Code section 5310).

| Question | Membership-governed | Board-governed |
|---|---|---|
| Who elects the board | Voting members at the annual meeting | The current board |
| Who amends the bylaws | Members, the board, or both, as the bylaws and state law provide | The board |
| Who approves dissolution | Members, usually with the board | The board |
| Legal rights of parents | Statutory member rights, which vary by state | Only what the bylaws grant |
| Quorum burden | Member meetings must reach quorum | Board quorum only |
| Main risk | Quorum failures; an organized group capturing one meeting | An insular board that parents stop trusting |

A common hybrid lets members elect officers and approve bylaw amendments once a year, while the board makes every other decision, including the budget.

The label "member" matters less than the rights attached to it. California defines a member as a person who, under the articles or bylaws, has the right to vote for directors, on a disposition of substantially all assets, on a merger, or on dissolution (section 5056). A club that lets every parent vote for officers has statutory members with whatever rights state law gives them. A board-governed club may still call its supporters "members" in everyday use without giving them those rights, if the bylaws say so (section 5332). Clearer bylaws call non-voting participants "supporters."

## Who Is a Member

Booster clubs use three basic definitions, often with a non-voting class for community supporters.

| Definition | Advantage | Problem to solve in the bylaws |
|---|---|---|
| Every parent or guardian of a participating student, automatically | Inclusive; no sign-up needed | The club cannot count its members without the school roster, and a percentage quorum becomes unreachable |
| Anyone who registers each year, free | Inclusive and produces a known voter list | Needs an annual registration process and a record date |
| Anyone who pays dues | Revenue and a clear list | The pay-to-vote problem, below |

If the bylaws create more than one class of members, they must say how each class is designated and what qualifications and rights each has; Texas (Business Organizations Code section 22.151) and Florida (section 617.0601) both require this. Florida also requires a corporation with members to keep a membership list with each member's name and address.

Students can serve on committees or as non-voting board representatives. In Florida, directors younger than 18 do not count toward a board quorum (section 617.0824).

## Dues

The dues amount belongs in the standing rules, not the bylaws, so the board can change it without an amendment. See [Standing Rules vs Bylaws](https://boosterclub.org/bylaws/standing-rules/).

Dues paid to a 501(c)(3) booster club are deductible only to the extent they exceed the value of benefits the member receives. IRS Publication 526 allows both the member and the club to disregard certain benefits, such as free or discounted admission to events and discounts on purchases, when the annual payment is $75 or less. A club that offers dues tiers with tangible benefits should check its acknowledgment letters against those rules. See [Donation Receipts and Acknowledgment Letters](https://boosterclub.org/taxes/donor-acknowledgments/).

## The Pay-to-Vote Problem

Many booster club bylaws say that only "members in good standing" may vote and define good standing as having paid annual dues. That rule creates four problems:

1. **It excludes families who cannot pay.** The families with the least money lose any voice in how program money is spent, including money their own children helped raise.
2. **It concentrates control.** A small dues-paying group can elect itself every year. A faction can also pay dues for friends the night before an election to swing the vote.
3. **It blurs the line between a gift and a fee.** Families who hear "membership dues" often believe payment is required for their child to participate. The club controls who votes in the club; it does not control who participates in the school program, and the school or district does.
4. **It produces eligibility disputes.** Whether a check cleared, or a payment arrived before the meeting, becomes the subject of the election.

Booster clubs fix the problem in one of three ways, listed from strongest to weakest:

- **Separate voting from money.** Voting membership is free on registration. Giving levels exist for donor recognition only.
- **Keep dues, but waive them.** The treasurer waives dues on request, confidentially, with no questions asked, and the waiver is announced on every membership form.
- **Keep dues, but control the timing.** Only dues received a fixed number of days before a meeting count, and each person pays their own dues.

Whatever the choice, the bylaws should state that no student's participation, playing time, travel, or recognition depends on a family's membership, dues, donations, or volunteer hours. Tying participation to payment turns voluntary support into a fee and can violate district policy and state rules on school fees, which vary by state. See [Fundraising Rules for Booster Clubs](https://boosterclub.org/fundraising/rules/).

## Quorum for Member Meetings

When the bylaws are silent, a state default applies, and it is often a majority of all voting members. In New York, the default member quorum is a majority of the votes entitled to be cast, and the bylaws may lower it to no less than 100 votes or one-tenth of the votes, whichever is less (Not-for-Profit Corporation Law section 608). A club that counts every parent as a member can rarely meet a majority. The bylaws should set a fixed number. See [Quorum for Booster Club Meetings](https://boosterclub.org/meetings/quorum/).

## Sample Membership Provisions

```text
Section 1. Eligibility. Any parent or guardian of a student in [program], any
[School] staff member, and any other adult who supports the Club's purpose
becomes a voting member by registering with the Secretary for the membership
year. Registration is free.
Section 2. Supporters. Businesses and others who contribute to the Club are
recognized as supporters and do not vote.
Section 3. Dues. Voluntary giving levels, if any, are set in the standing
rules. No giving level carries additional votes or rights.
Section 4. Voting. Each member has one vote. Members registered at least
[seven] days before a meeting may vote at it. Proxy voting is not permitted.
Section 5. Students. No student's participation in [program] depends on a
family's membership, giving, or volunteer service.
```

Robert's Rules of Order prohibits proxy voting unless the law or the bylaws authorize it, so the express ban in Section 4 confirms the default and removes any doubt.

## Common Mistakes

- **Defining members as all parents and then setting quorum as a percentage.** The definition feels inclusive. The club then cannot hold a valid meeting, and every vote is open to challenge.
- **Tying the vote to dues.** It looks like a fundraising tool. It excludes families, invites vote-buying, and damages trust in the club.
- **Calling everyone a member in a board-governed club without defining the term.** Parents assume they have a vote, and when the board elects its own successors, the bylaws give no clear answer to the parents who object.
- **Listing dues amounts in the bylaws.** A $5 change then requires a formal amendment with notice and a two-thirds vote.
- **Implying that membership is required for a student to participate.** It happens in flyers and sign-up forms. It converts a gift into a fee and creates conflict with the district.

## Checklist

- [ ] Decide whether the club is membership-governed, board-governed, or a hybrid (board)
- [ ] Confirm the choice is allowed under the state's nonprofit statute
- [ ] Define who is a voting member and who is a non-voting supporter
- [ ] Separate voting rights from dues, or add a confidential dues waiver
- [ ] Set a record date for voting eligibility before each meeting
- [ ] Set a fixed-number quorum for member meetings
- [ ] State that student participation never depends on membership, dues, or volunteering
- [ ] Move dues amounts and giving levels into the standing rules
- [ ] Review membership forms and flyers for language implying payment is required (membership chair)
- [ ] Keep a current membership list with names and contact information (secretary)

## Related Pages

- [Booster Club Bylaws Article by Article](https://boosterclub.org/bylaws/article-by-article/) places the membership article in the full document
- [Board Meetings vs General Membership Meetings](https://boosterclub.org/meetings/board-vs-general-meetings/) explains which body decides what
- [Running a Booster Club Membership Drive](https://boosterclub.org/marketing/membership-drive/) covers recruiting members once the rules are set
- [Fundraising Rules for Booster Clubs](https://boosterclub.org/fundraising/rules/) explains why mandatory fees and participation conditions are risky
- [Quorum for Booster Club Meetings](https://boosterclub.org/meetings/quorum/) explains how to choose a quorum the club can reach

---

*This page is general information for volunteer-run booster clubs. It is not legal,
tax, or accounting advice, and BoosterClub.org is not a law firm, accounting firm, or
government agency. Rules change and vary by state and district. Confirm current
requirements with the IRS, the relevant state agency, the school district, and a
qualified professional before acting. If a fact on this page is out of date, we want
to know.*

## Sources

1. California Legislative Information: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=5056
2. California Legislative Information: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=5310
3. California Legislative Information: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=5332
4. Florida Legislature: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/Sections/0617.0601.html
5. Florida Legislature: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/Sections/0617.0824.html
6. New York State Senate: https://www.nysenate.gov/legislation/laws/NPC/601
7. New York State Senate: https://www.nysenate.gov/legislation/laws/NPC/608
8. Texas Legislature: https://tcss.legis.texas.gov/resources/BO/htm/BO.22.htm#22.151
9. IRS: https://www.irs.gov/publications/p526