Memberships Policy Changes

The President of the Louisiana Children’s Museum has called a special meeting of the members of the corporation to be held on March 21, 2012 at 12:00 p.m. The purpose of the meeting is to vote on a proposed change to the articles of incorporation.

The proposed change would change the definition of “members” of the corporation from, “all persons interested in the realization and furtherance of the purposes of the corporation and who shall have paid membership fees as fixed by the Board of Directors,” to “those persons duly elected to the Board of Directors of the Corporation from time to time.”

More specifically, the first paragraph of Article VII of the Articles currently reads as follows:

• “The Corporation shall be organized on a non-stock basis.
• All persons interested in the realization and furtherance of the purposes of this Corporation and who shall have paid all membership fees as fixed by the Board of Directors, shall be eligible for membership.
• Membership is automatically approved once proper application for membership is made and the first year’s dues are paid.”
• With the proposed amendment, the first paragraph of Article VII shall read as follows: “The Corporation shall be organized on a non-stock basis.
• The members of the Corporation shall be those persons duly elected to the Board of Directors of the Corporation from time to time. Membership shall expire upon the expiration of a Board member’s term on the Board of Directors.”

What does this mean for you?

The proposed amendment to the Articles of Incorporation of the Louisiana Children’s Museum changes the definition of “members” of the corporation by eliminating the “cardholding” members of the museum from the definition of “members” for internal corporate purposes only.

This change relieves the “cardholding” members of the obligation to attend the annual corporate meeting of the museum. Currently, cardholding members are considered “members” of the corporation and members are to attend and elect the board of directors at the annual meeting.

Although notice of the annual meeting is provided to all cardholding members, the only members who ever routinely attend the annual meeting are the board of directors of the corporation.

The proposed change will make the articles of incorporation reflect what actually happens and has happened for many years. That is, the board of directors attend the annual meeting of the “members” and, as the attending members of the corporation, elect the new directors to the board of directors of the corporation.

The proposed change will remove the “cardholding” members from the corporate process, but they will remain members of the museum, with all the attendant rights and benefits.