resources / Statutes / Nonprofit Corporations / §10-3621

Title 10 – Corporations and Associations

Chapter 29 – Members and Membership-nonprofit Corporations

Article 3 – Resignation and Termination

  • A. No member of a corporation may be expelled or suspended, and no membership or memberships in such a corporation may be terminated or suspended, except pursuant to a procedure that is set forth in the articles of incorporation, bylaws or an agreement between the member and the corporation or a procedure that is otherwise appropriate.
  • B. For purposes of subsection A, a procedure is otherwise appropriate if either:
    • 1. The following are provided:
      • (a) A written notice at least fifteen days before the expulsion, suspension or termination and the reasons therefor.
      • (b) An opportunity for the member to be heard, orally or in writing, at least five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension should not take place.
    • 2. It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
  • C. Any written notice that is mailed shall be sent to the last address of the member shown on the corporation’s records.
  • D. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, shall begin within six months after the effective date of the expulsion, suspension or termination.
  • E. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
  • F. This section does not apply to corporations organized primarily for religious purposes.