Nonprofit Corporation Membership Exit and Termination in Michigan
At a glance
| Governing law and covered members | Michigan Nonprofit Corporation Act; distinguish corporations organized on membership and directorship bases (§§ 450.2304–.2305). |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws can set member classes and rights; membership rules must be reasonable, purpose-related, equally enforced; directorship-basis board controls member actions (§§ 450.2304(1)-(2), (7), 450.2305(2)). |
| Transfer of membership rights | Membership is nontransferable unless Act, articles, or bylaws otherwise provide (§ 450.2304(6)). |
| Voluntary resignation | Resignation terminates membership by default; § 450.2304(6) states no universal form or notice period. |
| Expulsion, suspension, and termination | Default end events: death, resignation, expulsion, term expiration; expulsion rules must be reasonable, germane, equally enforced; dues nonpayment may trigger document-based termination (§§ 450.2304(6)-(8), 450.2311). |
| Notice and opportunity to respond | § 450.2304(7) supplies rule-quality and equal-enforcement standards, not a fixed notice or hearing schedule; directorship-basis members lack statutory notice/vote on exclusion (§ 450.2305(1)). |
| Rights and records after exit | Corporation keeps record of member names, addresses, classes, and admission dates; member-of-record inspection route applies only while membership status exists (§§ 450.2485, 450.2487(2)). |
| Dues and prior commitments | Bylaws may set dues as admission/retention condition and authorize termination for nonpayment; a membership subscription must be written and signed to be enforceable (§§ 450.2311, 450.2307(1)). |
| Challenge period and remedy | §§ 450.2304–.2305 give no special member-expulsion challenge period; evaluate any dispute under the applicable documents and law. |
Requirements one by one
Membership basis and exit
Under § 450.2304(6), membership is “not transferable” and ends on death, resignation, expulsion, or term expiration, subject to the Act, articles, or bylaws. § 450.2304(7) permits admission, retention, and expulsion rules only if they are reasonable, germane to the corporation's purposes, and equally enforced. The articles may also condition membership on good standing in another corporation; § 450.2304(8) requires the evidence and procedure for an expulsion on that ground to be described in the articles or bylaws. § 450.2304(1)-(2) allows classes and document-defined member rights.
Directorship basis
A nonprofit organized on a directorship basis can have members. Under § 450.2305(1)-(2), they are not entitled to notice or a vote on exclusion or a change to member rights, and the board takes actions that would be put to members in a membership corporation, unless the Act otherwise provides. Identify the corporation's structure before assuming members decide an exit.
Dues and record
§ 450.2311 lets the bylaws set fees or dues, or let the board set them, as a condition of admission or retention. The bylaws may provide for termination for nonpayment and later reinstatement. A subscription for membership is unenforceable without a writing signed by the subscriber under § 450.2307(1). § 450.2485 requires records showing members' names, addresses, classes, and admission dates. § 450.2487(2) grants the specified inspection route to a member of record, on a particularized proper-purpose demand.
What trips people up
The statute's dues-based termination route in § 450.2311 depends on a bylaw provision. The default end events in § 450.2304(6) do not themselves set a universal resignation form, advance-notice period, hearing schedule, or special lawsuit deadline. Those issues require the corporation's documents and any other applicable law.
Common questions
Can a membership be sold or assigned? Under § 450.2304(6), membership is nontransferable by default; an exception must come from the Act, articles, or bylaws.
Can the corporation expel someone for losing good standing elsewhere? § 450.2304(8) permits that ground only when the articles impose the condition and the articles or bylaws describe the required evidence and expulsion procedure.
Does nonpayment automatically end membership? § 450.2311 authorizes bylaws that terminate membership for nonpayment; check whether the corporation adopted such a rule.
Statutes and sources
- MCL §§ 450.2304–.2305, .2307, .2311, .2485, and .2487, current official Act 162 of 1982 PDF, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Michigan law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Michigan 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