Nonprofit Corporation Membership Exit and Termination in Illinois
At a glance
| Governing law and covered members | 805 ILCS 105/107.03; nonprofit may have one or more member classes or none, as articles/bylaws state |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set class qualifications and rights; § 107.03 does not name a general exit decision maker |
| Transfer of membership rights | For specified charitable, religious, benevolent, or educational assets, certificate transfer cannot pay transferor; violating transfer void (§ 107.03(e)) |
| Voluntary resignation | § 107.03 addresses membership and classes but gives no general resignation method; check articles/bylaws |
| Expulsion, suspension, and termination | § 107.03 addresses membership and classes without a general expulsion or suspension procedure; check articles/bylaws |
| Notice and opportunity to respond | § 107.03 states no exit-specific advance notice or hearing schedule; check governing documents |
| Rights and records after exit | Keep voting-member names and addresses at registered/principal office; inspection right belongs to voting member (§ 107.75(a)) |
| Dues and prior commitments | § 107.03 does not allocate dues after exit; review the member’s governing terms and commitments |
| Challenge period and remedy | § 107.03 has no exit-challenge period or remedy; a dispute requires applicable-law review |
Requirements one by one
Membership and the ordinary exit path
Section 107.03(a) lets an Illinois nonprofit have one or more classes of members, or no members. The articles or bylaws must state each class's qualifications and rights (§ 107.03(b)); if there are no members, that choice must appear there too (§ 107.03(c)). When a matter has no voting members, the directors supply the member action otherwise required by the Act (§ 107.03(f)).
For an ordinary membership exit, identify the member's class and read the current articles, bylaws, and applicable commitments. Section 107.03 addresses membership status and a certificate-transfer limit, but does not specify a general resignation form, expulsion actor, hearing, notice lead time, surviving-dues rule, or challenge period. Article 7's member provisions likewise do not supply those exit mechanics. The governing documents and facts must be examined before describing the procedure for a particular member.
Section 107.75(a) requires a record of voting members' names and addresses at the registered or principal office. It gives a voting member a proper-purpose inspection right after a particularized written demand. Membership status and voting rights therefore matter for records access.
What trips people up
Section 107.03(e) regulates a transfer of a membership certificate where corporate assets are held for a charitable, religious, eleemosynary, benevolent, or educational purpose. The transferor cannot receive money or property consideration for that certificate transfer, and a violating transfer is void. That provision should not be recast as a general ban on every membership transfer.
Common questions
Can a nonprofit have no voting members for a matter?
Yes. Under § 107.03(f), the directors provide the notice, presence, vote, consent, or other action that the Act otherwise requires of members for that matter.
Does the member-record rule cover every nominal member?
Section 107.75(a) requires names and addresses of members entitled to vote. Its inspection right is also phrased for voting members. The class rights in § 107.03(b) determine which members have those rights.
Statutes and sources
The quotations come from current official Illinois General Assembly sections 107.03 and 107.75 of the General Not For Profit Corporation Act, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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