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

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 corporationNonprofit corporationA legal entity created by filing articles of incorporation with the state, separate from the parents who run it. It can open a bank account, sign contracts, and apply for 501(c)(3) status.All terms, 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).

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.

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.

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.

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.

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 quorumQuorumThe minimum number of voting members who must be present for a meeting to conduct business. The bylaws set the number, and without a quorum the meeting cannot make a binding decision.All terms 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.

Sample Membership Provisions

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.