Nonprofit Corporation Membership Exit and Termination in Maryland

At a glance

Requirements one by one

Nonstock law and governing documents

§ 5-201 applies Maryland's general corporation law to nonstock corporations unless the context or a more specific provision requires otherwise. § 5-202(b) lets the charter or bylaws create member classes, prescribe member rights and qualifications, set member-meeting notice, and allocate voting power. Read those documents for a proposed transfer, admission, or involuntary exit; these cited nonstock provisions do not themselves give a single transfer method or expulsion vote.

Resignation and a depleted membership

§ 5-205(a) says a nonstock corporation need not dissolve merely because the death or resignation of a member leaves fewer actual members than its charter or bylaws require. Under subsection (b), a remaining member may fill vacancies and continue the corporation. The section addresses corporate continuity after resignation, rather than prescribing how the member delivers a resignation or when it takes effect.

Memberless status and rights

§ 5-204 provides that when the charter and bylaws do not provide for members, or the corporation in fact has none, directors also constitute members for laws or rules about nonstock members and may exercise their rights when meeting as directors. § 5-202(b) still makes the governing documents central to class rights and member votes. No public filing for each individual exit is stated in these cited provisions.

What trips people up

A fall below the member count required by the documents does not, by itself, dissolve the corporation under § 5-205(a). Conversely, § 5-202(b)'s permission to prescribe member-meeting notice does not set an advance notice or hearing period for an individual expulsion. The cited sections also do not prescribe a statutory challenge clock or automatically release existing dues; the documents and other applicable law remain important.

Common questions

Must the corporation dissolve if only one member remains? No. § 5-205 allows a remaining member to fill vacancies and continue the corporation.

Who acts when there are no members? Under § 5-204, directors also count as members for the covered laws and may exercise those rights while meeting as directors.

Does the code state one required expulsion hearing? §§ 5-201–205 give document and memberless rules but no uniform hearing schedule in these provisions. Review the charter, bylaws, and any other applicable law before acting.

Statutes and sources

• Md. Code, Corps. & Ass'ns §§ 5-201, 5-202, 5-204, and 5-205, official 2026 article and linked section pages, accessed October 3, 2026.