When the nonprofit Le Petit Theatre du Vieux Carre in New Orleans was brought to the brink of bankruptcy by Hurricane Katrina and its aftermath, the board proposed to sell a portion of the property to a for-profit developer for use as a restaurant. A member of the corporation who was also president of the Guild of Le Petit virulently opposed the deal and filed suit seeking an injunction to stop the sale. He claimed that the proposed sale had never been approved by the membership as required by the state’s nonprofit corporation law. He also complained that the board had improperly amended the bylaws redefining the members’ rights without proper notice and had refused to call a special...