Nonprofit Corporation Membership Exit and Termination in Kansas
At a glance
| Governing law and covered members | General Corporation Code nonstock rules; membership criteria in articles/bylaws; lack of members does not invalidate acts (§ 17-6002(a)(4)(B)(i)) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set criteria, class rights/duties, and member powers; consult them for exit decision authority (§ 17-6002(a)(4)(B), (b)(1)) |
| Transfer of membership rights | Membership rights and powers may be defined or limited in articles/bylaws; consult their transfer terms (§ 17-6002(a)(4)(B)(ii), (b)(1)) |
| Voluntary resignation | Membership conditions are stated in articles/bylaws; consult those terms for resignation (§ 17-6002(a)(4)(B)(i)) |
| Expulsion, suspension, and termination | Membership conditions and member rights/duties are document-defined; consult them for grounds and actor (§ 17-6002(a)(4)(B), (b)(1)) |
| Notice and opportunity to respond | Check document-defined membership conditions and member rights for any exit notice or response procedure (§ 17-6002(a)(4)(B), (b)(1)) |
| Rights and records after exit | Member vote defaults to one per member unless documents vary; record date defaults to meeting/action date unless varied (§ 17-6505(b), (f)) |
| Dues and prior commitments | Articles/bylaws may set relative member duties; consult them and any separate commitment (§ 17-6002(a)(4)(B)(ii), (b)(1)) |
| Challenge period and remedy | Assess the particular documents and claim; the cited membership conditions define status and rights (§ 17-6002(a)(4)(B)) |
How the membership terms work
Under § 17-6002(a)(4)(B)(i)-(iii), membership conditions or criteria belong in the articles or bylaws. If neither document states them, members are deemed to be those entitled to elect the governing body until the documents provide otherwise. The statute permits classes or groups with different relative rights, powers, and duties, including voting rights. Under § 17-6002(b)(1), the articles may also define or limit member powers.
Section 17-6009(a) places bylaw amendment power in voting members after admission, while permitting the articles to confer concurrent power on the governing body. Check who can change the membership terms before relying on a particular version of the bylaws.
What trips people up
Section 17-6505(b) gives each member one vote by default, subject to the articles and bylaws. Its meeting rule should not be treated as an exit-decision threshold without a source for the particular exit action. Section 17-6505(f) also supplies a default record date of the meeting or action date, subject to document terms or governing-body resolution.
Common questions
What if the documents do not identify members?
Section 17-6002(a)(4)(B)(iii) deems the members to be those entitled to elect the governing body until the articles or bylaws provide otherwise.
Can a corporation have no members in practice?
Section 17-6002(a)(4)(B)(i) says nonstock corporations shall have members but also says failure to have them does not invalidate otherwise valid corporate acts or cause forfeiture or dissolution.
Statutes and sources
- Kan. Stat. Ann. § 17-6002(a)(4)(B), (b)(1): membership conditions, classes, and powers. Official section, accessed 2026-10-03.
- Kan. Stat. Ann. § 17-6009(a): bylaw amendment power. Official section, accessed 2026-10-03.
- Kan. Stat. Ann. § 17-6505(b), (f): member voting and record date. Official section, accessed 2026-10-03.
Source links
Every statute quoted above, linked, with the date we checked it.
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