Nonprofit Corporation Membership Exit and Termination in New Jersey
At a glance
| Governing law and covered members | New Jersey Nonprofit Corporation Act, Title 15A; a certificate may provide for members (§ 15A:2-10(b)). |
|---|---|
| Documents, classes, and decision maker | Certificate and bylaws can alter transfer default; Title 15A provisions cited here do not select a universal exit decision maker (§§ 15A:2-10, 15A:7-2(a)). |
| Transfer of membership rights | Membership is personal property, nontransferable by default; authorized transfers may face reasonable documented restrictions (§ 15A:7-2(a)-(c)). |
| Voluntary resignation | The cited membership and transfer provisions do not set a resignation notice form or effective-time rule; consult certificate, bylaws, and applicable law (§§ 15A:2-10, 15A:7-2). |
| Expulsion, suspension, and termination | § 15A:7-2(a) specifies death termination by default; the cited provisions do not prescribe a general expulsion or suspension process. |
| Notice and opportunity to respond | No expulsion-specific advance-notice or hearing timetable in the cited membership and transfer provisions; apply the governing documents and other law (§§ 15A:2-10, 15A:7-2). |
| Rights and records after exit | Corporation keeps member names, addresses, classes/series and admission dates; statutory inspection route belongs to qualifying members of record (§ 15A:5-24(a), (c)). |
| Dues and prior commitments | Member liability to corporation reaches unpaid lawfully imposed dues or assessments and other indebtedness (§ 15A:5-25(b)). |
| Challenge period and remedy | § 15A:7-2(d) gives a corporation a 30-day purchase option after a transfer restriction is set aside; the cited provisions state no special expulsion challenge period. |
Requirements one by one
Transfer and member status
Under § 15A:7-2(a), a membership is personal property and is nontransferable and ends on death unless the certificate of incorporation or bylaws provide otherwise. If transfer is allowed, § 15A:7-2(b)-(c) permits reasonable restrictions in the certificate, bylaws, or a written member agreement, including a prior offer, corporation purchase, consent requirement, or a restriction on designated transferees. A person becoming a member without actual knowledge is not bound by a transfer restriction missing conspicuous notice on the membership certificate or written evidence under subsection (b).
Dues and records
Under § 15A:5-25(b), a member owes the corporation unpaid lawfully imposed dues or assessments and any other indebtedness owed to it. That provision does not turn the member into a guarantor of the corporation's debts; subsection (a) says members are not personally liable for those debts simply as members. § 15A:5-24(a) requires records showing members' names and addresses, classes or series, and the dates they became members of record. Its subsection (c) gives the specified inspection route to qualifying members of record.
What trips people up
The 30-day period in § 15A:7-2(d) is the corporation's option to acquire a membership after a judgment invalidates a transfer restriction. It is not a deadline for challenging expulsion. The provisions cited here do not provide a uniform notice, hearing, or challenge schedule for resignation, suspension, or expulsion; read the governing documents and other applicable law for those questions.
Common questions
May a membership certificate omit transfer restrictions? Under § 15A:7-2(b), a restriction not conspicuously noted on a certificate or other written evidence cannot bind a person who becomes a member without actual knowledge of it.
Can a former member demand the current member list under this section? § 15A:5-24(c) conditions its member inspection route on member-of-record status, tenure or holding threshold, advance demand, and proper purpose.
Does Title 15A set one resignation form for every nonprofit? The cited membership provisions address bylaws and transfers in §§ 15A:2-10 and 15A:7-2; they do not prescribe a resignation form or effective time.
Statutes and sources
- N.J.S.A. § 15A:2-10, official unannotated statute search, accessed October 3, 2026.
- N.J.S.A. §§ 15A:5-24–25, official unannotated statute search, accessed October 3, 2026.
- N.J.S.A. § 15A:7-2, official unannotated statute search, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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