New York: Can Non-Profit have non-voting members?

[smoorej]

Can a New York State non-profit have two classes of members, voting and non-voting? Or do all members have to be able to vote?

There can be multiple classes, and to determine who can vote the Certificate
of Incorporation or By-laws should be referenced.

Chapter 35 shall be known as the "Not-for-Profit Corporation Law" and
may be cited as "N-PCL".


Mckinney's Consolidated Laws of New York Annotated
Chapter 35
Article 6

*§ 612. Limitations on right to vote


*The certificate of incorporation or the by-laws may provide, either
absolutely or contingently, that the members of any class shall not be
entitled to vote, or it may limit or define the matters on, and the
circumstances in, which a member or a class of members shall be entitled to vote, and, except as otherwise provided in this chapter, such provisions of the certificate of incorporation or the by-laws shall prevail, according to their tenor, in all elections and in all proceedings, over the provisions of this chapter which authorize any action by the members, but no such denial, limitation or definition of voting rights shall be effective unless at the time one or more classes of members, singly or in the aggregate, are entitled to full
voting rights.

...but of course always confirm your details with counsel before acting.

[Trivani]

It is better to have a board of directors and a managing director. Regarding voting rights, let all be given the right.

What about a hostile takeover? All that needs to be done is buy up the inexpensive memberships and vote out the nonprofits founders. If the nonprofit has a valuable asset, such as land or a lease, is this not a real possibility? Or even a way to "spin out" the message of a small group opposed to a large interest?