Nonprofit Corporation Membership Exit and Termination in New Hampshire
At a glance
| Governing law and covered members | RSA chapter 292; corporation may have members or none, and has none absent an article/bylaw provision (§ 292:6-b(I)) |
|---|---|
| Documents, classes, and decision maker | Articles address membership criteria and procedures; bylaws may manage affairs; documents set classes and votes (§§ 292:2(II-a), 292:6, 292:6-b(III)) |
| Transfer of membership rights | No general Chapter 292 transfer default; inspect article/bylaw rights and certificate provisions (§§ 292:2(V), 292:6) |
| Voluntary resignation | Inspect article membership procedure and bylaw rules; Chapter 292 sets no general resignation method (§§ 292:2(II-a), 292:6) |
| Expulsion, suspension, and termination | Inspect article membership procedure and bylaw rules; chapter has no general ordinary-member exit threshold (§§ 292:2(II-a), 292:6) |
| Notice and opportunity to respond | No general Chapter 292 exit notice or hearing schedule; inspect article/bylaw procedure (§§ 292:2(II-a), 292:6) |
| Rights and records after exit | Documents may fix membership term and voting rights; no vote unless articles/bylaws grant it (§ 292:6-b(III)) |
| Dues and prior commitments | Chapter authorizes assessment of dues/fees; inspect governing terms for accrued obligations (§ 292:8(III)) |
| Challenge period and remedy | No general Chapter 292 member-exit challenge period; determine any remedy under applicable law and documents (§§ 292:2(II-a), 292:6) |
Ordinary membership procedure
The articles must contain provisions for establishing membership and participation criteria and procedures (§ 292:2(II-a), (V)). They also state the number of membership certificates, if any, and provisions for their retirement, reacquisition, and redemption. Under § 292:6, management bylaws may address issuing and reacquiring membership certificates, consistently with the articles and state law. The current chapter does not prescribe a general transfer default or a uniform resignation, suspension, expulsion, or termination vote for ordinary members. The particular article and bylaw provisions therefore need review.
What trips people up
Under § 292:6-b(I)-(IV), a corporation without an article or bylaw provision for members has none. Members default to one class unless the articles establish more classes or authorize the bylaws to do so. A person labeled a member does not gain a vote from that label: voting rights must be expressly given by the articles or bylaws, and each eligible member has at most one vote. The documents may also fix the membership term.
Under § 292:8(I)-(III), a corporation may raise funds through membership certificates, contributions, and assessment of dues and fees. That section does not state a general release from an already accrued obligation on exit. Check the actual dues terms and any other applicable law before treating an exit as ending a balance.
Common questions
Is a specific advance notice or hearing period required by Chapter 292?
Chapter 292's article and bylaw provisions (§§ 292:2(II-a), 292:6) do not set an ordinary member-exit notice or hearing timetable. Read the corporation's own procedure and other applicable law.
Does Chapter 292 set a one-year deadline to challenge expulsion?
No general member-exit challenge period appears in Chapter 292. The chapter instead places membership procedure in the articles (§ 292:2(II-a)); a particular dispute requires review of the governing documents and other applicable law.
Statutes and sources
- N.H. Rev. Stat. §§ 292:2, :6, :6-b, and :8: articles, bylaws, membership classes, voting, and dues. Official Chapter 292, accessed 2026-10-03; each section's official URL is recorded in the source entries above.
Source links
Every statute quoted above, linked, with the date we checked it.
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