The problem of this research was to investigate David Sills' explanation of membership attrition in voluntary associations. Using the membership population of the Dallas Association for Retarded Citizens from 1969 through 1974, a survey was conducted to determine whether the organizational characteristics of bureaucracy, minority rule, and goal displacement are associated with membership attrition in a selected voluntary association. The findings of this study support Sills' ideas about the association of goal displacement and minority rule with membership attrition in voluntary associations. Bureaucratization, however, was not found to be related to membership attrition.