In my experience, there are relatively few situations in which a membership organization is the optimal choice of structure for a Virginia nonprofit organization. When you have a large group of constituents who are: (i) passionate about the organization and its activities; (ii) eager to pay attention to corporate governance; and (iii) have a personal stake in the outcomes, then a membership organization makes sense. Groups like homeowners associations, neighborhood associations, social clubs, trade associations, and some kinds of churches where the congregants appoint the clergy are all great candidates for a membership structure. Less common and more creative, a membership organization might also be a strategic choice for a parent organization controlling a system of multiple agencies or for a founder who wants to protect his or her authority to pursue the charitable mission without fear of being ousted from the organization due to a personality conflict or philosophical differences.
In most other situations, however, adopting a membership structure does little more than create pointless complexity and opportunity for trouble for otherwise well-intentioned community leaders.
One problems relates to the different roles played within an organization by a board of directors and the membership. Directors of a Virginia nonstock corporation have a fiduciary duty to the organization to assure that it fulfills its mission. By contrast, members do not owe such duties to the organization and can act solely in their own self-interest or act carelessly without proper regard to the organization’s mission. Giving members ultimate control over the organization and its assets typically does not make a lot of sense and can lead to confusion, frustration, and inefficient use of time and money.
So if you are in the processing of organizaing a new nonprofit organization, think twice before you adopt a membership structure. Do not feel pressured into adopting a structure that is more complicated than necessary. There are many creative and effective ways of developing a sense of community among supporters without giving them substantive legal rights as members of the organization.