Nonprofit Corporation Membership Exit and Termination in Missouri
At a glance
| Governing law and covered members | Chapter 355 nonprofit corporation; members optional; church and church associations excluded from § 355.211 procedure. |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws set admission and class differences; fair-procedure response goes to person authorized to stop exit (§§ 355.181, .186, .211). |
| Transfer of membership rights | Public benefit membership nontransferable; mutual benefit transfer only if documents allow, with prior-holder protection (§ 355.191). |
| Voluntary resignation | Member may resign at any time; pre-resignation obligations remain (§ 355.206). |
| Expulsion, suspension, and termination | Public/mutual benefit exit requires fair, reasonable, good faith procedure; amenity-use restriction alone is not member suspension (§ 355.211(1)). |
| Notice and opportunity to respond | Document route: 15-day written reasons, chance to be heard 5 days before exit; contextual fair route; mailed notice first-class/certified (§ 355.211(2)-(3)). |
| Rights and records after exit | Keep member list by class, address, votes; public benefit cannot buy membership, mutual benefit may buy on document terms (§§ 355.821(3), .216). |
| Dues and prior commitments | Prior resignation obligations survive; dues authorization alone does not create liability (§§ 355.206, .197(2)). |
| Challenge period and remedy | Challenge including defective notice within one year after effective expulsion, suspension, or termination (§ 355.211(4)). |
Requirements one by one
Membership and transfer
§ 355.181 lets the articles or bylaws set admission criteria and requires consent before a person becomes a member; it also permits a corporation with no members. § 355.186 gives members equal rights and obligations by default, subject to the document-based class rules. Under § 355.191(1)–(2), a mutual benefit member cannot transfer membership or a related right unless the articles or bylaws permit it, while a public benefit member cannot transfer either. When transfer rights exist, a later restriction needs approval by the members and the affected holder to bind a previously issued membership under subsection (3).
Resignation and involuntary exit
§ 355.206 lets a member resign “at any time,” while preserving obligations from commitments made before resignation. § 355.211(1) requires a fair and reasonable, good-faith procedure for expulsion, suspension, or termination in a public benefit corporation other than a church or church association, or in a mutual benefit corporation. A restriction on use of amenities or recreational facilities alone is expressly not a membership suspension under that subsection.
Records, dues, and purchase
§ 355.821(3) requires a member record from which the corporation can prepare a list by class with names, addresses, and voting entitlements. § 355.197(2) says a dues, fee, or assessment provision in articles, bylaws, or a board resolution does not by itself create a member payment liability. § 355.216 forbids a public benefit corporation from purchasing its memberships or related rights, but permits a mutual benefit corporation to purchase a resigned or terminated membership on terms set or authorized by its documents, subject to the cited payment limit.
What trips people up
For § 355.211(2)'s document route, notice must be written, give reasons, and arrive at least 15 days before exit; an oral or written chance to be heard must come at least five days before the effective date before a person authorized to stop it. The alternative is a procedure fair and reasonable in all relevant circumstances. Subsection (3) requires first-class or certified mail to the member's last corporate-record address for written notice given by mail.
Under § 355.211(4), a challenge including defective notice must begin within one year after the effective date of expulsion, suspension, or termination. The period is not measured from mailing. The fair-procedure section's church exclusion does not make an amenity-use restriction a membership suspension.
Common questions
Does resigning cancel what I already owe? No. § 355.206 preserves obligations incurred or commitments made before resignation.
May a mutual benefit corporation buy an exiting member's interest? § 355.216(2) permits a purchase on document-authorized terms if it does not violate the cited payment restriction.
Does ending pool access always suspend membership? No. § 355.211(1) expressly separates an amenity-use restriction from suspension of membership.
Statutes and sources
- Mo. Rev. Stat. §§ 355.181, .186, .191, .197, .206, .211, .216, and .821, official current 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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