Nonprofit Corporation Membership Exit and Termination in Massachusetts
At a glance
| Governing law and covered members | Chapter 180 corporation may have member classes or no members; memberless votes shift to directors (ch. 180, § 3). |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set class duration and rights; expulsion needs the statutory member vote (ch. 180, §§ 3, 18). |
| Transfer of membership rights | Ch. 180 § 10C adapts incorporated stock and transfer-record provisions; § 3 assigns class rights to articles/bylaws. |
| Voluntary resignation | Ch. 180 § 3 places duration of membership in articles/bylaws; consult them for voluntary exit terms. |
| Expulsion, suspension, and termination | Expulsion needs at least majority of all members AND three-quarters present and voting (ch. 180, § 18). |
| Notice and opportunity to respond | Bylaws set meeting procedure under § 6A; § 18 states vote floors without a fixed notice lead time or hearing format. |
| Rights and records after exit | § 18 gives every member and anyone with an interest in corporate funds book-and-record examination rights. |
| Dues and prior commitments | Ch. 180 §§ 3, 18 address membership duration and expulsion vote, without an exit-specific dues release. |
| Challenge period and remedy | § 18 sets vote floors but states no fixed statutory period to challenge an expulsion. |
Requirements one by one
Membership and governing documents
§ 3 permits one or more classes of members and places each class's selection method, duration of membership, qualifications, and voting rights in the articles or bylaws. If a corporation has no members, the same percentage of directors takes a vote that Chapter 180 assigns to members. Check those documents to know whether a proposed resignation or end of a stated membership term is effective. § 10C adapts the incorporated Chapter 156B stock, stockholder, and transfer-record provisions to members and membership records “as nearly as may be”; that clause alone does not settle whether a particular membership may be assigned.
Expulsion vote
§ 18 bars expulsion by a vote below a majority of all members or below three quarters of members present and voting on the expulsion. Both floors apply. § 6A permits bylaws to set the manner of calling and conducting meetings and the quorum, except where law provides otherwise. Those document rules and the statutory expulsion floors must be read together.
Records and obligations
§ 18 gives every member, and every person with an interest in the corporation's funds, the right to examine its books and records. That phrasing does not itself decide whether a former member retains an interest in the funds. §§ 3 and 18 do not state that ending membership releases dues or other earlier commitments; inspect the governing documents and any agreement before treating a debt as discharged.
What trips people up
The two expulsion denominators in § 18 are different. A vote can reach three quarters of those present and voting and still fall short of a majority of all members. The section states no fixed number of advance-notice days, mandatory hearing format, or challenge period. § 6A gives bylaws broad meeting-procedure authority, subject to law; a particular expulsion may raise issues beyond these statutory excerpts.
Common questions
Can a Chapter 180 nonprofit have no members? Yes. § 3 addresses that case and shifts member votes required by the chapter to the same percentage of directors.
May directors alone expel a member? § 18 measures expulsion against votes of members. A director's position alone does not satisfy either stated member-vote floor.
Is every membership transferable? § 10C adapts certain stock and transfer-record provisions to memberships, while § 3 places membership duration and rights in the articles or bylaws. Those provisions do not establish a single unconditional transfer answer.
Statutes and sources
- Mass. Gen. Laws ch. 180, §§ 3, 6A, 10C, and 18, current official General Court chapter and linked sections, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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