Nonprofit Corporation Membership Exit and Termination in Connecticut
At a glance
| Governing law and covered members | Revised Nonstock Corporation Act; may have member classes or none (§ 33-1055). |
|---|---|
| Documents, classes, and decision maker | Certificate names classes; certificate/bylaws give class qualifications and rights; bylaws set exit rules (§§ 33-1055, 33-1056(a)). |
| Transfer of membership rights | No voluntary or involuntary transfer of membership or its rights unless certificate/bylaws provide otherwise (§ 33-1056(d)). |
| Voluntary resignation | Bylaws govern withdrawal; absent contrary document term, voluntary withdrawal ends membership and rights (§ 33-1056(a), (e)). |
| Expulsion, suspension, and termination | Bylaw expulsion rules must be reasonable, purpose-related, equally enforced; affiliated-organization good standing may be expulsion cause (§ 33-1056(a), (c)). |
| Notice and opportunity to respond | § 33-1056(a) requires reasonable, purpose-related, equally enforced bylaw rules; review bylaws for notice and response procedure. |
| Rights and records after exit | Absent contrary documents, rights and privileges in corporation/property cease on death, withdrawal, or expulsion (§ 33-1056(e)). |
| Dues and prior commitments | Member liable for duly imposed fines/penalties and assented or properly levied dues/assessments (§§ 33-1057(a)–(c), 33-1058(a)). |
| Challenge period and remedy | § 33-1056(a) sets reasonableness/equal-enforcement conditions, with no stated special exit-challenge period. |
Requirements one by one
Document rules and transfers
The certificate names any member classes, while the certificate or bylaws set each class's selection method, qualifications, and rights (§ 33-1055). Under § 33-1056(a), the bylaws supply admission, retention, withdrawal, and expulsion rules. They must be reasonable, germane to the corporation's purposes, and equally enforced among members. The statute gives no universal board-only expulsion vote.
Section 33-1056(d) bars voluntary and involuntary transfer of membership or rights arising from it unless the certificate or bylaws provide otherwise. Under subsection (e), death, voluntary withdrawal, or expulsion ordinarily ends membership and all rights and privileges in the corporation and its property, subject to contrary document terms.
Remaining amounts due
Under § 33-1057(a)–(b), fines and dues require specially adopted bylaw authority, including two-thirds voting thresholds for affected member classes. Under § 33-1058(a), member liability with respect to membership is limited to duly imposed fines and penalties, and dues or assessments to which the member assented or that were properly imposed or levied. The effect of an exit on a particular amount turns on whether the obligation arose validly before departure.
What trips people up
Section 33-1056(c) allows the certificate to condition membership on good standing in another organization and to treat loss of that standing as sufficient cause for expulsion. The bylaw rules still must satisfy subsection (a)'s reasonableness, purpose, and equal-enforcement conditions. That section states no fixed advance notice or hearing interval; read the applicable bylaws before taking action.
The certificate must state if there are no members or only members without voting rights (§ 33-1055). A membership certificate merely evidences membership; it does not override the transfer rule in § 33-1056(d).
Common questions
Can a member transfer membership to a family member? Only if the certificate or bylaws permit it. Section 33-1056(d) covers voluntary and involuntary transfers alike.
Does a former member keep a vote or property privilege? Under the default in § 33-1056(e), rights and privileges cease after death, withdrawal, or expulsion, unless the governing documents provide otherwise.
Statutes and sources
- Conn. Gen. Stat. § 33-1055, classes; accessed October 3, 2026.
- Conn. Gen. Stat. § 33-1056, membership rules; accessed October 3, 2026.
- Conn. Gen. Stat. § 33-1057, dues and fines; accessed October 3, 2026.
- Conn. Gen. Stat. § 33-1058, liability; accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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