A Nonprofit organization (corporation) is formed on a Membership basis. That means Members elect a Board of Directors.

The Members, naturally, need to be able to freely discuss the affairs of the organization (corporation) so they can discuss amongst themselves which directors to elect.

The seated Board of Directors might have feelings about this, and might want to interfere.

In support of this, the State (MI) has statute obliging the organization to give Members the tools to campaign. They "shall provide a reasonable way for Members to communicate regarding the affairs of the corporation". The organization has provided the member list.

Instead the Board of Directors place absurd limitations on speech: "You can't talk about money, can't name individuals, can't disparage anyone or make implications, can't say X, Y, Z". These effectively gag the Members from having any meaningful communication. This defeats the purpose of the State law which guarantees right to communicate.

The statute seems silent on whether Member speech is free.

I need to find case law (any state will do) where the Board of Directors or managers tried to block free speech or access to the Member list, it went to verdict, and the judge made some sort of ruling on the question of either list access or speech limitations. I have seen several, but can no longer find them. Out-of-state cases are fine, since my state gives credence to out-of-state cases when local case law is thin.

Would anyone have some leads?

  • Comments are not for extended discussion; this conversation has been moved to chat. – Dale M Oct 23 '19 at 23:13
  • From my reading of that statute, I see no such requirement as you imply. It is required that the list be available during a meeting of the corporation, but not before. – user6726 Oct 24 '19 at 0:20

If I read your question correctly, I take it to mean you are trying to say or do things the group disagrees with and still be a member.

There isn't anything in the laws you linked to (https://www.legislature.mi.gov/(S(3xzcazcelzxxcmud4pv1tpgk))/mileg.aspx?page=GetObject&objectname=mcl-act-162-of-1982) saying they have to let you in or that they have to keep your membership active.

If you wish to change how the group acts, run for the board of directors.

  • I believe the OP is running for the board and the current board is trying to limit how they can campaign for it. – Dale M Oct 23 '19 at 23:15

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