Nonprofit Corporation Membership Exit and Termination in District of Columbia
At a glance
| Governing law and covered members | D.C. Nonprofit Corporation Act; membership corporation’s articles/bylaws require members; statutory member definition controls (§§ 29-401.02(24), (26), 29-404.01) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set termination or suspension reasons and manner; member rights/obligations equal unless documents vary (§§ 29-404.10, .21(a)) |
| Transfer of membership rights | Membership and arising rights nontransferable unless articles/bylaws allow; later restriction needs affected member’s approval (§ 29-404.11) |
| Voluntary resignation | Member may resign at any time; statute fixes no particular signed notice method (§ 29-404.20(a)) |
| Expulsion, suspension, and termination | Terminate or suspend for reasons and in manner in articles/bylaws; read those terms for decision maker (§ 29-404.21(a)) |
| Notice and opportunity to respond | No fixed advance notice or hearing timetable in termination section; articles/bylaws state manner (§ 29-404.21(a)) |
| Rights and records after exit | Corporation keeps class-sorted member/vote list; inspection right is framed for a statutory member (§§ 29-413.01(c), .02(a)) |
| Dues and prior commitments | Resignation, termination, or suspension does not erase prior obligations or commitments (§§ 29-404.20(b), .21(c)) |
| Challenge period and remedy | Challenge termination or suspension for any reason within 1 year after effective date (§ 29-404.21(b)) |
Requirements one by one
Transfer and resignation
Under § 29-404.11(a), membership and rights arising from it cannot transfer unless the articles or bylaws allow it. If transfer rights exist, § 29-404.11(b) protects an existing member against a later restriction unless that member approves it. § 29-404.20(a) lets a member resign at any time; § 29-404.20(b) preserves obligations incurred and commitments made before resignation.
Termination, suspension, and challenge
§ 29-404.21(a) sends both the reasons and the manner of termination or suspension to the articles or bylaws. § 29-404.21(b) runs the one-year challenge period from the effective date, for a challenge on any reason. The section itself fixes no advance individual notice or hearing interval. Under § 29-404.21(c), preexisting obligations and commitments remain despite the exit.
What trips people up
The statute distinguishes a corporation's label from statutory membership. § 29-401.02(24)(A) requires the specified selection or voting right for a person to count as a member. § 29-404.01(c) permits the articles or bylaws to call someone a member who does not meet the statutory definition, but that label alone does not give that person member status under the Act. § 29-401.02(26) defines a membership corporation by its articles or bylaws; § 29-404.01(a) permits nonprofits without members.
§ 29-404.10 makes member rights and obligations equal by default, but the articles or bylaws may vary them. Under § 29-413.01(c), a membership corporation maintains a class-sorted member and vote list. § 29-413.02(a) grants a member an inspection route subject to a signed advance demand; status after an exit needs the governing terms and facts.
Common questions
Does a membership certificate itself make the membership transferable?
No. § 29-404.02(c) says membership certificates are not transferable unless the articles or bylaws provide otherwise. § 29-404.11 governs transfer of the membership and rights themselves.
Can a noncharitable corporation buy out a departing member by default?
§ 29-404.22 bars purchase of a membership or related right by a noncharitable membership corporation unless its articles or bylaws provide otherwise. This is separate from a right to resign or challenge a termination.
Statutes and sources
- D.C. Code §§ 29-401.02, 29-404.01–.02, .10–.11, .20–.22, and 29-413.01–.02: membership scope, transfers, exits, continuing duties, records, and inspection. Official D.C. Code § 29-404.21, accessed 2026-10-03; each source entry above links the corresponding official section.
Source links
Every statute quoted above, linked, with the date we checked it.
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