Nonprofit Corporation Membership Exit and Termination in Alabama

At a glance

Requirements one by one

Membership and governing documents

§ 10A-3A-6.01 requires the certificate to state whether the nonprofit has members. Under § 10A-3A-6.02(c)–(d), calling someone a member does not itself create statutory member status in a nonmembership nonprofit corporation. Admission requires the person's consent; absent another law or document rule, the board sets admission conditions and admits members (§ 10A-3A-6.03). The certificate or bylaws may set classes and rights, displacing the equal-rights default (§ 10A-3A-6.10).

Transfer and resignation

§ 10A-3A-6.11 bars transfer of membership or a resulting right unless the certificate or bylaws allow it. A later restriction on permitted transfer does not bind a previously issued membership without the affected member's approval. A member may resign at any time under § 10A-3A-6.20(a); subsection (b) keeps obligations incurred and commitments made before resignation.

Involuntary exit and prior obligations

§ 10A-3A-6.21(a) sends the reasons and manner of termination or suspension to the certificate or bylaws. The section does not itself set a uniform 15-day notice period or hearing route. Subsection (c) preserves obligations incurred and commitments made before termination or suspension. Subsection (b) requires a challenge to either action, for any reason, to start within one year after the effective date.

What trips people up

Alabama's chapter uses document-based exit terms under § 10A-3A-6.21, so the certificate and bylaws are central to a particular case. § 7 of the official enacted 2026 Ala. Act 495 also lets a nonprofit already governed by Chapter 3A before August 1, 2026 elect the chapter as it stood immediately before that date by amending its certificate by December 31, 2026. That election may be revoked by another certificate amendment. The enrolled act did not amend the quoted §§ 10A-3A-6.01–6.21 exit provisions, but a corporation's election matters when applying Chapter 3A as a whole.

Common questions

Can a nonmembership corporation create members just by using that label? No. § 10A-3A-6.02(d) says a person is not a member of a nonmembership nonprofit corporation regardless of what the corporation calls the person.

Does a resignation erase prior commitments? No. § 10A-3A-6.20(b) preserves obligations incurred and commitments made before resignation.

Statutes and sources

• Ala. Code §§ 10A-3A-6.01–6.03, -6.10–6.11, -6.20–6.21, current official code text, accessed October 3, 2026.
• 2026 Ala. Act 495 § 7, official enrolled text, accessed October 3, 2026.