Many non-membership organizations have people they call "members" but they are not members in the legal sense because they do not have voting rights. The Advisory Board shall serve the Board of Directors in advisory capacity only, and shall have no voting rights or count toward a quorum.Under the newly-enacted changes, nonprofit leaders may conduct votes without holding meetings with the consent of their members. N.Y. Not-For-Profit Corp. Formed under the New York Not-for-Profit Corporation Law (N-PCL). Typically, only a shareholder of record is eligible to vote at a shareholder meeting. How does a board of directors make decisions, and who has voting rights in a company?