State Association requires local association to change bylaws

[Guest Maria]

We are a local, non-profit, 501(c)(6) corporation and a member of the state, non-profit corporation, also a 501(c)(6). We have just received notification from the state that our bylaws do not contain the same language as the state with respect to student membership. The state wants to charge students so that they can be added to the membership count for the state, but the local membership voted against it because student members would no longer be eligible for scholarships and the price for membership dues would double. Must we do what they want or must we do what our local membership wants. Thanks in advance. 

[jstackpo]

What sort of authority does the state org have over you?   If you say "Hell, No!" what will, or can, they do about it?

[Transpower]

Normally, the state association takes precedence over the local association.

[Guest Maria]

After reviewing bylaws and standing rules of the state association, I don't see where they have authority over the local association that requires it to make student members also members of the state. Its bylaws state:  (f) Student and/or Associate Memberships. A Local Association may offer Student and/or Associate Memberships to qualified persons. A Local Association’s charter will not be denied if the Local Association does not offer Student and/or Associate Memberships. But it does not state that we MUST offer membership in the state association.

 

[George Mervosh]

25 minutes ago, Guest Maria said:

After reviewing bylaws and standing rules of the state association, I don't see where they have authority over the local association that requires it to make student members also members of the state. Its bylaws state:  (f) Student and/or Associate Memberships. A Local Association may offer Student and/or Associate Memberships to qualified persons. A Local Association’s charter will not be denied if the Local Association does not offer Student and/or Associate Memberships. But it does not state that we MUST offer membership in the state association.

 

"If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points."  RONR (11th ed.), p. 567

Your group will have to determine if it's a clearly requisite point or not.  The state association may view it differently.  We can't resolve any dispute about it here.

[jstackpo]

3 hours ago, Guest Maria said:

After reviewing bylaws and standing rules of the state association, I don't see where they have authority over the local association that requires it to make student members also members of the state. Its bylaws state: 

Your next step, if you want to press the issue, is ask the person who told you to make students state members where he gets the authority to tell you that. What rule, if any?

[Richard Brown]

Agreeing with John Stackpole and George Mervosh, the answer probably lies in the bylaws of the State Association and to what extent those bylaws require you to comply with mandates in the bylaws of the State Association and mandates from the state Association officials. They have no authority to order you to do something unless they are granted that Authority in the governing documents. We cannot interpret those documents for you.

This sort of situation arises fairly often when the parent organization insists that the local affiliate do something in a certain way. You usually need to look to the bylaws of the parent organization to see just what authority the parent organization has to do that. It is not unusual for the bylaws of the parent organization to dictate that local Affiliates contain certain Provisions in their bylaws. It is also not unusual for state and National Organization officials to over-reach and try to dictate to a local affiliate what it must do when the parent organization has no authority to do so.

The quotation from RONR provided by mr. Mervosh sums it up very succinctly. Study the state bylaws very carefully  and objectively.