Nonprofit Corporation Membership Exit and Termination in Georgia
At a glance
| Governing law and covered members | Georgia Nonprofit Corporation Code, O.C.G.A. ch. 14-3; membership is optional (§ 14-3-603). |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws may set admission criteria and different member rights or obligations; the authorized decision maker depends on the applicable procedure (§§ 14-3-601(a), 14-3-610, 14-3-621(2)(A)(ii)). |
| Transfer of membership rights | Membership provisions specify admission with the person's consent, without a general transfer mechanism; check articles and bylaws (§ 14-3-601(a)-(c)). |
| Voluntary resignation | Written or electronic notice to corporation; effective on delivery unless later date stated or documents require reasonable advance notice (§ 14-3-620(a)). |
| Expulsion, suspension, and termination | Absent express articles/bylaws exception or protected pre-1991 resolution, fair, reasonable, good-faith procedure for expulsion, suspension, or termination (§ 14-3-621(1)-(2)). |
| Notice and opportunity to respond | Safe-harbor document procedure: at least 15 days' prior written notice and reasons; oral or written opportunity to be heard at least five days before action; special mail rule (§ 14-3-621(2)(A), (3)). |
| Rights and records after exit | Exit takes effect under the resignation or termination rule; corporation maintains a member record capable of showing names, addresses, class, and votes (§§ 14-3-620(a), 14-3-621(1), 14-3-1601(c)). |
| Dues and prior commitments | Resignation does not erase specified charges, dues, contract, land, or other obligations; expelled or suspended member may owe dues, assessments, or fees from prior or continuing commitments (§§ 14-3-620(b), 14-3-621(5)). |
| Challenge period and remedy | Proceeding challenging expulsion, suspension, termination, or defective notice must begin within one year after effective date (§ 14-3-621(4)). |
Requirements one by one
Admission, rights, and resignation
Under § 14-3-601(b), nobody is admitted as a member without consent; articles and bylaws may set admission criteria. Under § 14-3-610, defined members have a director-election vote, while articles or bylaws may add voting rights or differentiate other rights and obligations. Under § 14-3-620(a), a member may resign “at any time” by written or electronic notice to the corporation. Delivery normally makes it effective; the notice may specify a later date, and the articles or bylaws may require reasonable advance notice.
Involuntary action and response
Section 14-3-621(1) requires a fair, reasonable, good-faith procedure for expulsion, suspension, or termination, subject to its express governing-document and older-corporation exceptions. Under the document-based route in § 14-3-621(2)(A), the member receives at least 15 days' prior written notice stating the reasons and may be heard orally or in writing at least five days before the action takes effect by someone authorized to stop it. Section 14-3-621(2)(B) recognizes a procedure fair and reasonable under all relevant circumstances. A written notice sent by mail must use one of the methods and the record address specified in § 14-3-621(3).
Obligations and challenge
Section 14-3-620(b) preserves a resigning member's listed charges, dues, land-related and contract obligations and the corporation's enforcement rights. Section 14-3-621(5) separately allows liability for dues, assessments, or fees arising from commitments before or during expulsion or suspension. Under § 14-3-621(4), a challenge, including defective notice, must start within one year after the action's effective date.
Under § 14-3-1601(c), the corporation keeps a member record capable of producing names, addresses, classes, and votes. An exit changes who belongs on that record, although this subsection specifies no particular update deadline.
What trips people up
The 15-day and five-day steps are the statute's specified document-based way to establish a fair and reasonable procedure; § 14-3-621(2)(B) also recognizes one based on all relevant circumstances. The separate 1991 resolution exception appears in the opening language of § 14-3-621. Confirm which procedure governs this corporation before calculating a response date.
Common questions
Does a resignation require the board's acceptance? Section 14-3-620(a) ties effectiveness to delivery, a stated later date, or reasonable advance notice required by the articles or bylaws; it does not name board acceptance as a step.
Can an organization without members use this exit process? Under § 14-3-603, a nonprofit corporation may have no members, so there is no member resignation to process in that situation.
Can a former member still owe dues? Section 14-3-620(b) preserves listed obligations after resignation, and § 14-3-621(5) addresses commitments connected with expulsion or suspension.
Statutes and sources
- O.C.G.A. §§ 14-3-601, 14-3-603, 14-3-610, 14-3-620–621, and 14-3-1601, governor-signed 2023 chapter revision, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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