Nonprofit Corporation Membership Exit and Termination in Minnesota
At a glance
| Governing law and covered members | Chapter 317A; corporation may have no members, including when articles/bylaws make no provision (§ 317A.401, subd. 1). |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws govern admission and classes; expulsion decision maker must be authorized to prevent action (§§ 317A.401, subds. 2, 4; .411, subd. 2). |
| Transfer of membership rights | Membership and related rights nontransferable unless articles/bylaws allow; later restriction needs members’ and affected member’s approval (§ 317A.405). |
| Voluntary resignation | Member may resign at any time; statute prescribes no fixed notice form, and existing charges remain (§ 317A.409). |
| Expulsion, suspension, and termination | Fair, reasonable, good-faith procedure required; fixed-term expiration excluded; documents may provide nonpayment cancellation on reasonable notice (§§ 317A.411, subd. 1; .407, subd. 2(c)). |
| Notice and opportunity to respond | One fair-procedure route gives written reasons ≥15 days ahead and response chance ≥5 days ahead; contextual fairness also qualifies (§ 317A.411, subd. 2). |
| Rights and records after exit | Membership term may be fixed in articles/bylaws; member inspection rights apply to a member, with proper purpose (§§ 317A.401, subd. 4; .461, subd. 2). |
| Dues and prior commitments | Resignation or involuntary exit does not discharge dues, assessments, fees, or goods/services charges owed to corporation (§§ 317A.409, .411, subd. 4). |
| Challenge period and remedy | Challenge, including defective notice, must begin within 1 year after effective exit date (§ 317A.411, subd. 3). |
Requirements one by one
Membership and transfer
§ 317A.401, subd. 1, permits a corporation with no members and makes that the default if neither articles nor bylaws provide for them. Under subdivision 2, admission requires express or implied consent; accepting benefits known to be membership-only can count. Subdivision 4 permits membership classes and a fixed membership term, and lets articles or bylaws vary the default voting and equal-rights rule.
§ 317A.405 bars transfer of membership or a resulting right unless the articles or bylaws allow it. If a transfer right already exists, a later restriction binds an earlier-issued membership only if both members and the affected member approve the restriction.
Resignation and involuntary exit
§ 317A.409 says a member may resign at any time. § 317A.411, subd. 1, requires fair and reasonable good-faith procedure for suspension, expulsion, or termination, but excludes expiration at the end of a fixed membership term. For nonpayment, § 317A.407, subd. 2(c), lets articles or bylaws provide for cancellation on reasonable notice and reinstatement.
Charges after departure
Resignation does not discharge dues, assessments, fees, or charges for goods or services owed to the corporation (§ 317A.409). The same categories survive involuntary exit under § 317A.411, subd. 4. § 317A.413 allows a buyout of a resigned or terminated membership only if articles or bylaws authorize it and set its amount and conditions.
What trips people up
The 15-day and five-day periods in § 317A.411, subd. 2, are one statutory way to show a fair procedure. The member must receive written advance notice with reasons and be able to respond orally or in writing to someone authorized to stop the proposed action. The same subdivision also permits a procedure fair and reasonable in light of all relevant circumstances. Under subdivision 3, even a defective-notice challenge must begin within one year after the effective date of the exit.
Common questions
Does a fixed membership term require an expulsion process when it ends? § 317A.411, subd. 1, expressly excludes termination at the end of a fixed term from that section's fair-procedure rule; § 317A.401, subd. 4, permits articles or bylaws to fix such a term.
Can a former member demand records? § 317A.461, subd. 2, gives a member inspection rights for a proper purpose related to membership. It does not itself grant a general continuing inspection right after membership ends.
Statutes and sources
- Minn. Stat. §§ 317A.401, .405, .407, .409, .411, .413, and .461, current official chapter text, accessed October 3, 2026. The operative text is quoted in the statute entries above.
Source links
Every statute quoted above, linked, with the date we checked it.
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