Nonprofit Corporation Membership Exit and Termination in Mississippi
At a glance
| Governing law and covered members | Mississippi Nonprofit Corporation Act; members optional (§ 79-11-175) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set admission and class differences; authorized person hears member under document route (§§ 79-11-171, -177, -189(2)(a)) |
| Transfer of membership rights | No membership or resulting-right transfer unless articles/bylaws permit; later restriction needs affected member approval (§ 79-11-179) |
| Voluntary resignation | Member may resign at any time; obligations to corporation remain (§ 79-11-187) |
| Expulsion, suspension, and termination | Fair, reasonable, good-faith procedure for expulsion, suspension, or termination (§ 79-11-189(1)) |
| Notice and opportunity to respond | Document route: 15 days’ written reasons notice and hearing 5 days before effect; contextual alternative; first-class/certified mail (§ 79-11-189(2)-(3)) |
| Rights and records after exit | Meeting list identifies members entitled to notice/vote; corporation may purchase departing membership on document terms (§§ 79-11-191, -213(1)) |
| Dues and prior commitments | Resignation preserves obligations; expelled/suspended member may owe dues, assessments, or fees (§§ 79-11-183, -187(2), -189(5)) |
| Challenge period and remedy | Begin challenge, including defective-notice claim, within 1 year after effective action (§ 79-11-189(4)) |
Requirements one by one
Transfer and resignation
Under § 79-11-179(1)-(2), membership rights are nontransferable unless the governing documents allow transfer. A restriction added after issuance does not bind that member without approval by the members and the affected member. Under § 79-11-187(1)-(2), a member may resign at any time, while obligations to the corporation remain.
Involuntary exit and fair procedure
Section 79-11-189(1)-(5) requires a fair, reasonable, good-faith process for expulsion, suspension, or termination (§ 79-11-189(1)-(5)). A document-based procedure may provide 15 days’ prior written notice with reasons and a chance to respond orally or in writing to an empowered decision maker at least five days before effectiveness. The statute also allows a procedure fair and reasonable under all relevant circumstances. Mailed notice must go by first-class or certified mail to the member’s last address in corporate records.
What trips people up
The 15-day and five-day schedule is one qualifying route under § 79-11-189(2), not the only possible fair procedure. Under § 79-11-183, a provision or board resolution authorizing dues, assessments, or fees alone does not create payment liability. Section 79-11-191 permits a purchase of a departing membership on document terms, subject to the statutory payment limit (§ 79-11-191). For a meeting, § 79-11-213(1) requires a list of members entitled to notice and their votes.
Common questions
Must a nonprofit have members?
No. Section 79-11-175 allows a corporation without members (§ 79-11-175); when it has members, § 79-11-177 permits the articles or bylaws to set different class rights. Admission requires consent under § 79-11-171(1)-(2).
How long may a former member challenge an expulsion?
Under § 79-11-189(4), a proceeding, including a defective-notice claim, must begin within one year after the action’s effective date.
Statutes and sources
- Miss. Code §§ 79-11-171, -175, -177, -179, -183, -187, -189, -191, -213: member scope, transfer, exit, and meeting list, quoted in the official legislative reproduction of existing code text, accessed 2026-10-03.
Source links
Every statute quoted above, linked, with the date we checked it.
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