Nonprofit Corporation Membership Exit and Termination in California

At a glance

Requirements one by one

Covered members and governing documents

California has distinct public-benefit, mutual-benefit, and religious nonprofit corporation parts. Each may provide for members in its articles or bylaws; absent such a provision, it has no members (§ 5310(a), § 7310(a), § 9310(a)). § 5056(a) defines a statutory “member” by specified voting rights. A person called a member in ordinary speech may not meet that definition. The articles or bylaws may create classes with different rights (§ 5330, § 7330, § 9330). For public- and mutual-benefit corporations, the person or body receiving a proposed-exit response must be authorized to stop the expulsion, suspension, or termination (§ 5341(c)(3), § 7341(c)(3)). Religious nonprofit bylaws may prescribe admission, withdrawal, suspension, and expulsion (§ 9151(d)).

Transfer and resignation

For a public-benefit corporation, § 5320(a) bars transfer by default unless the documents provide otherwise; § 5320(b) bars transfer for value, with the limited-equity housing cooperative exception in subsection (c). Mutual-benefit § 7320 likewise starts with no transfer, but articles or bylaws may authorize transfers, including at death, subject to limits. A later restriction on an established mutual-benefit transfer right does not bind earlier memberships unless their holders approved it. Religious § 9320(a) prohibits transfer for value and lets the documents change the default end of rights on death or dissolution.

Members of all three types may resign at any time (§ 5340(a), § 7340(a), § 9340(a)). Mutual-benefit articles or bylaws may require reasonable notice before resignation takes effect (§ 7340(a)). A membership issued for a stated period expires when the period ends unless renewed (§§ 5340(c), 7340(c), 9340(c)), subject to § 9340(c)'s stated exception for religious corporations.

Involuntary exit and response

Public- and mutual-benefit § 5341(a)–(b) and § 7341(a)–(b) make noncompliant expulsion, suspension, or termination void and require good faith and a fair, reasonable procedure. Their express safe harbor calls for the procedure to be in the articles or bylaws, or sent annually as they require; 15 days’ prior notice with reasons; and an oral or written chance to be heard at least five days before the effective date by someone authorized to stop the action. Sections 5341(b) and 7341(b) also permit a court to find another procedure fair under the full circumstances. Notice may use a method reasonably calculated to reach the member; mailed notice must be first-class or registered mail to the record address (§§ 5341(d), 7341(d)). Those sections govern procedure, not the merits of the grounds (§§ 5341(f), 7341(f)).

The religious provision directs termination to the articles or bylaws (§ 9340(d)); § 9151(d) likewise permits bylaw procedures for withdrawal, suspension, and expulsion. Read those documents before setting the decision path.

Rights, records, and surviving obligations

Every type keeps a record of members’ names, addresses, and membership classes (§ 6320(a)(3), § 8320(a)(3), § 9510(a)(3)). For a public-benefit corporation, an amendment terminating all memberships or a class ends rights held under the nonprofit statute (§ 5342(f)). The membership record requirement applies as a member’s status changes.

Resignation does not erase prior charges, services, dues, assessments, fees, or contractual duties (§ 5340(b), § 7340(b), § 9340(b)). Public- and mutual-benefit involuntary exit also preserves earlier charges and other obligations (§ 5341(g), § 7341(g)). Under § 5351, § 7351, and § 9351, a member who promptly resigns after learning of dues may avoid liability for them unless another contractual or specified obligation applies; the governing documents alone do not create personal liability.

What trips people up

Public-benefit § 5342 creates a separate route when an articles or bylaws amendment ends all memberships or a class: written notice normally goes out 45 to 90 days before the member vote, describes the effect, and the members approve. Its subsection (g) excludes that amendment from § 5341's individual-exit procedure. The 45-day minimum may be waived only in the manner § 5342(b) specifies. Do not use the individual-exit notice clock for this amendment.

Common questions

How long does a public- or mutual-benefit member have to challenge removal?

Sections 5341(e) and 7341(e) require an action challenging expulsion, suspension, or termination, including defective notice, within one year after its date. A successful action may bring equitable relief, including reinstatement, but setting aside a corporate vote requires the further findings stated there.

Does following the notice procedure make every ground for expulsion lawful?

No. Sections 5341(f) and 7341(f) say those provisions govern procedure; compliance does not validate a ground that violates a member’s contract or other rights.

Statutes and sources

The quotations in this cell come from the California Legislative Counsel’s current Corporations Code publication, accessed October 3, 2026. Each source URL below links the corresponding official section page.