Nonprofit Corporation Membership Exit and Termination in Kentucky

At a glance

Requirements one by one

Membership and governing documents

The domestic nonprofit definition identifies the act's scope (§ 273.161(1)). Kentucky defines a member by rights under the articles or bylaws (§ 273.161(7)). A corporation may have one or more member classes or none; if it has members, § 273.187(1) requires the documents to state each class's selection method, qualifications, and rights. A membership certificate can evidence membership, but the certificate clause does not itself decide whether that membership can transfer.

Under § 273.191, the board initially adopts bylaws and normally holds amendment power, subject to the articles or bylaws. The bylaws may regulate corporate affairs consistently with the law and articles. Read those documents to identify who acts on a resignation or exclusion and what procedure applies.

What trips people up

The general notice rule in § 273.162(1) normally calls for writing when the act requires notice. It does not, by itself, create an advance-notice or hearing step for expulsion. Document notice terms govern if they are consistent with the act. Written member notice mailed postage paid to the address on the current member record takes effect on deposit; authorized electronic notice takes effect when transmitted in accordance with the member's instructions (§ 273.162(3), (7)).

The record under § 273.233 lists the names and addresses of members entitled to vote. It does not make every member a voter: articles or bylaws define each class's rights under § 273.187(1). Section 273.187(2) also distinguishes corporate debt from a member's own conduct when considering remaining obligations.

Common questions

Does a membership certificate automatically permit a transfer? No transfer authority follows from the certificate clause alone. Section 273.187(1) permits a certificate to evidence membership; § 273.161(7) points to the articles and bylaws for membership rights.

Must a corporation have members? No. Section 273.187(1) permits a corporation with no members and requires that fact to appear in its articles or bylaws.

Statutes and sources

• Ky. Rev. Stat. § 273.161, definitions; accessed October 3, 2026.
• Ky. Rev. Stat. § 273.162, notice; accessed October 3, 2026.
• Ky. Rev. Stat. § 273.187, members; accessed October 3, 2026.
• Ky. Rev. Stat. § 273.191, bylaws; accessed October 3, 2026.
• Ky. Rev. Stat. § 273.233, books and records; accessed October 3, 2026.