COMMENT

This section is taken from the Model Act. Unlike shareholders of business corporations, who rarely obligate themselves to make continuing payments to the corporation, members of nonprofit corporations often agree to make payments to the corporation. This section is intended to clarify that the mere existence of a bylaw provision or director resolution purporting to impose dues or assessments does not create liability for a member without that member's agreement or consent or knowing acceptance of something of value from the corporation.

Difficult factual questions concerning whether there has been consent will no doubt arise. A member's agreement to abide by the corporation's bylaws, as amended from time to time, would not evidence such consent. On the other hand, a member's agreement to pay such dues, fees or assessments as the board may from time to time establish would evidence such consent.