Nonprofit Corporation Membership Exit and Termination in Delaware
At a glance
| Governing law and covered members | Delaware General Corporation Law applies to nonprofit nonstock corporations; membership criteria in certificate/bylaws (§§ 102(a)(4), 114) |
|---|---|
| Documents, classes, and decision maker | Certificate/bylaws set membership criteria and may define class rights and duties; check them for decision authority (§§ 102(a)(4), (b)(1), 109(b)) |
| Transfer of membership rights | Check certificate/bylaw membership conditions and class terms; cited provisions supply no general transfer method (§ 102(a)(4)) |
| Voluntary resignation | Check certificate/bylaw membership conditions; cited provisions supply no uniform resignation method (§ 102(a)(4)) |
| Expulsion, suspension, and termination | Check certificate/bylaw class rights and membership conditions; cited provisions supply no uniform expulsion vote (§§ 102(a)(4), 215(c)) |
| Notice and opportunity to respond | No individual exit notice or hearing timetable in cited membership provisions; check governing terms (§§ 102(a)(4), 215) |
| Rights and records after exit | Membership and class voting rights depend on certificate/bylaws; § 215(b) gives one vote per member unless they provide otherwise |
| Dues and prior commitments | Class duties may be set in certificate/bylaws; review outstanding dues or separate commitments (§ 102(a)(4)) |
| Challenge period and remedy | No individual exit challenge period in cited membership provisions; check governing terms and applicable law (§§ 102(a)(4), 215) |
Ordinary membership procedure
Section 114(a) applies the Delaware General Corporation Law to nonstock corporations subject to its stated exceptions, and § 114(d)(3) defines a nonprofit nonstock corporation by the absence of membership interests.
Under § 102(a)(4), the certificate of incorporation or bylaws state the conditions of membership or other criteria for identifying members. They may create classes with different rights and duties. Section 102(b)(1) permits the certificate to regulate the powers of members and member classes, while § 109(b) permits bylaws consistent with law and the certificate. Read those documents for any transfer, resignation, suspension, or expulsion process and for dues commitments. The cited provisions do not themselves assign a general decision maker or fix an individual exit notice period.
What trips people up
Section 215(b) gives a member one vote on a matter submitted to members unless the certificate or bylaws say otherwise. Section 215(c) lets those documents set quorum and vote requirements for member business. That meeting rule alone does not say who decides an individual expulsion or what advance notice the person receives.
Common questions
What if the certificate and bylaws omit membership criteria?
Section 102(a)(4) deems the members to be those entitled to vote for election of the governing body until the certificate or bylaws provide otherwise. That fallback is about identifying members; it does not supply an expulsion procedure.
Does an empty membership roll dissolve the corporation?
Section 102(a)(4) says failure to have members does not invalidate otherwise valid corporate acts or cause forfeiture or dissolution. It does not decide whether a specific person's membership ended.
Statutes and sources
- 8 Del. C. §§ 102(a)(4), (b)(1), 109(b), and 114(a), (d): membership criteria, classes, governing documents, and nonstock scope. Official Delaware Code, accessed 2026-10-03.
- 8 Del. C. § 215(b), (c): member voting and document-set voting rules. Official Delaware Code, accessed 2026-10-03.
Source links
Every statute quoted above, linked, with the date we checked it.
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