Nonprofit Corporation Membership Exit and Termination in Louisiana
At a glance
| Governing law and covered members | Title 12 ch. 2; board members exercise member powers if corporation has no other members/shareholders (§ 12:217(C)). |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set classes, admission, retention, suspension and expulsion; rules reasonable, purpose-related, equally applied by class (§ 12:217(A)–(B)). |
| Transfer of membership rights | Nonshare membership nontransferable/nonheritable unless articles provide otherwise; bylaws may regulate permitted transfer (§ 12:210(G)). |
| Voluntary resignation | Membership retention follows reasonable articles/bylaws rules; § 12:217(A) supplies document framework for a member’s exit. |
| Expulsion, suspension, and termination | Articles/bylaws control; corporation may exclude member who violates reasonable, lawful rules; nonpayment cancellation may be authorized (§§ 12:210(H), :217(A), :218(C)). |
| Notice and opportunity to respond | For nonpayment cancellation, articles/bylaws may provide reasonable notice (§ 12:218(C)); other exit rules must be reasonable and equally enforced (§ 12:217(A)). |
| Rights and records after exit | Termination and its date entered in membership record; record holder generally treated as rights holder unless documents vary (§§ 12:223(A), :210(I)). |
| Dues and prior commitments | Articles/bylaws authorize dues/assessments and collection method; document terms govern payment on departure (§ 12:218(A)–(C)). |
| Challenge period and remedy | § 12:217(A) requires reasonable, germane and equally enforced exit rules; § 12:218(C) provides reasonable notice for authorized nonpayment cancellation. |
Requirements one by one
Membership, classes, and transfers
§ 12:217(A) lets articles or bylaws prescribe admission, retention, suspension and expulsion rules. Those rules must be reasonable, related to the corporate purpose, and equally enforced for members of the same class. Unless the documents say otherwise, there is one class (§ 12:217(B)). If there are no shareholders and no members beyond the directors, the directors exercise member powers under subsection (C).
Under § 12:210(G), shares may transfer under the statutory default, but nonshare membership neither transfers nor passes by inheritance unless articles say otherwise. Bylaws may regulate a transfer that articles permit, consistently with the articles and the governing chapter.
Suspension, exclusion, and nonpayment
§ 12:210(H) gives a corporation power to exclude a member who fails to comply with reasonable and lawful rules made for governing members. § 12:217(A) also makes reasonable, purpose-related, equally enforced document rules central to suspension and expulsion. Under § 12:218(C), articles or bylaws may provide for cancellation of membership for nonpayment of dues or assessments on reasonable notice and may provide reinstatement.
What trips people up
An ordinary member's place on the records matters. § 12:210(I) generally allows the corporation to treat the registered member as the person entitled to membership rights unless articles or bylaws provide otherwise. § 12:223(A) requires the membership record to note that membership ended and the date it ceased. Dues and assessments also need article or bylaw authority; § 12:218(A)–(B) permits different rates by class but requires uniformity within a class.
Common questions
Can a member leave by transferring a membership certificate? § 12:210(C) permits a certificate to evidence membership, while subsection (G) requires the articles to allow a transfer of nonshare membership.
Who exercises member powers if there are no outside members? § 12:217(C) treats the serving directors as members for that purpose when the corporation has no shareholders and no members except its directors.
Statutes and sources
- La. R.S. § 12:210, membership and transfer; accessed October 3, 2026.
- La. R.S. § 12:217, classes and membership rules; accessed October 3, 2026.
- La. R.S. § 12:218, dues and cancellation; accessed October 3, 2026.
- La. R.S. § 12:223, membership record; accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Louisiana law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Louisiana law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace