Nonprofit Corporation Membership Exit and Termination in Colorado

At a glance

Requirements one by one

Membership, documents, and transfer

§ 7-121-401(24)–(25) defines a member through the articles, bylaws, or board resolution and describes membership as the member's rights and obligations. A corporation need not have members (§ 7-126-101). The bylaws may set admission criteria, but the person must consent (§ 7-126-102). § 7-126-201 gives voting members equal rights on matters reserved to them, and all members equal rights on other matters, unless the act or bylaws provide otherwise.

Under § 7-126-202, neither a membership nor a right arising from it transfers by default. Bylaws can allow a transfer; if a later restriction is adopted, it does not bind someone whose membership was issued before the restriction unless that member approves it.

Resignation and involuntary exit

Section 7-126-301(1) permits resignation at any time unless bylaws provide otherwise. Section 7-126-302(1) requires a fair and reasonable, good-faith procedure for expulsion, suspension, or termination unless the bylaws provide otherwise. Its written-policy route may be set in bylaws or a written board policy. The person who hears the member must be authorized to decide that the proposed action will not occur; the section does not make the board the decision maker in every case.

Continuing obligations and buyout

Resignation does not discharge commitments made or obligations incurred beforehand (§ 7-126-301(2)). An expelled or suspended member may likewise owe prior dues, assessments, or fees under § 7-126-302(5). § 7-126-303 separately defaults against buying a resigned or terminated member's membership, but permits a purchase on bylaw-authorized terms subject to the statutory payment limit.

What trips people up

The 15-day notice and 5-day opportunity in § 7-126-302(2)(a) describe one way to satisfy fair procedure: written notice states the reasons, and the member can respond orally or in writing to an authorized decision maker. Subsection (2)(b) also recognizes a procedure fair and reasonable in light of all relevant circumstances. If written notice goes by mail, subsection (3) requires first-class or certified mail to the member's last address in corporate records. Under subsection (4), the default one-year period runs from the effective date of involuntary action, including a challenge alleging defective notice; bylaws may provide otherwise.

Common questions

Can the corporation charge for a departing membership? Section 7-126-303 allows a purchase only on terms stated or authorized in bylaws, with the statutory payment limit. Departure alone does not promise a buyout.

What member record should reflect the change? § 7-136-101(3) requires a record from which a member list can be prepared by class, address, and number of votes. A change in who is a member matters for that current record.

Statutes and sources

• Colo. Rev. Stat. §§ 7-121-401, 7-126-101–102, -201–202, -301–303, and 7-136-101, official 2026 Title 7 printout, accessed October 3, 2026. The verbatim operative passages appear in statutes above.