Nonprofit Corporation Membership Exit and Termination in Maine
At a glance
| Governing law and covered members | Title 13-B nonprofit act; corporation may have classes or no members, stated in articles (§ 402(1)) |
|---|---|
| Documents, classes, and decision maker | Articles state each class’s selection, qualifications, rights; bylaws may regulate affairs consistently with articles (§§ 402(1), 601) |
| Transfer of membership rights | Articles state class rights; § 402 does not prescribe an ordinary transfer method; inspect articles/bylaws (§§ 402(1), 601) |
| Voluntary resignation | Member and bylaw provisions leave the individual resignation procedure to governing terms (§§ 402(1), 601) |
| Expulsion, suspension, and termination | Consult article class rights and consistent bylaws; no uniform exit threshold in §§ 402 and 601 |
| Notice and opportunity to respond | No member-exit notice/hearing schedule in §§ 402 and 601; meeting notice is a separate question |
| Rights and records after exit | Articles define class rights; voting-member names/addresses recorded; inspection right is for voting members (§§ 402(1), 715(1)) |
| Dues and prior commitments | Members not liable merely as members for corporate obligations; inspect actual dues commitments (§ 402(2)) |
| Challenge period and remedy | No individual exit challenge period in cited member/bylaw provisions; review governing terms and applicable law (§§ 402, 601) |
Ordinary membership procedure
Under § 402(1)-(2), the articles identify any member classes and state their selection method, qualifications, and rights. The same provision permits certificates evidencing membership. Under § 601, bylaws may regulate corporate activities only consistently with law and the articles. For transfer, voluntary departure, and involuntary exit, inspect the rights and procedures actually adopted for the relevant class; these cited provisions do not themselves set a uniform individual exit mechanism.
What trips people up
Voting is not identical for every class. Under § 604(1), (4), articles may limit, expand, or deny a class's vote; otherwise each member has one vote on matters submitted to members. Directors alone vote when there are no members or members have no right to vote. That voting rule does not, by itself, assign a particular expulsion decision to members or directors.
Under § 715(1), the corporation keeps names and addresses of voting members at its Maine registered or principal office. Its records-inspection route is framed for voting members, among others. Section 402(2) says members are not liable merely because they are members for the corporation's obligations; it does not determine whether an individual owes dues or another commitment. Review the obligation's own terms.
Common questions
Must every individual expulsion have a fixed advance hearing?
Sections 402 and 601 do not prescribe one for ordinary member exit. Examine the corporation's articles and consistent bylaws, along with other applicable law.
Is there a fixed statutory deadline here to contest an individual exit?
The cited membership and bylaw provisions contain no individual exit challenge period. A specific dispute requires review of the governing terms and applicable law.
Statutes and sources
- 13-B M.R.S. §§ 402, 601, 604, and 715: member classes, bylaw authority, voting, and voting-member records. Official Title 13-B Chapter 4 and Chapter 6, accessed 2026-10-03; each section's official URL is recorded in the source entries above.
Source links
Every statute quoted above, linked, with the date we checked it.
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