Nonprofit Corporation Membership Exit and Termination in New York
At a glance
| Governing law and covered members | N.Y. N-PCL § 601; charitable corporation may have no members; member corporation ordinarily needs at least 3 persons |
|---|---|
| Documents, classes, and decision maker | Certificate/bylaws define classes and rights; board resolution may do so if bylaws allow; exit actor depends on documents (§§ 601(b), 602(f)) |
| Transfer of membership rights | Membership certificate/card itself cannot transfer; if documents allow membership transfer, surrender old card and issue new one (§ 601(d)) |
| Voluntary resignation | Resignation ends membership by default; method and any different treatment follow certificate/bylaws (§ 601(e)) |
| Expulsion, suspension, and termination | Expulsion is a listed termination event; exit terms follow certificate/bylaws; § 601(e) gives no suspension procedure |
| Notice and opportunity to respond | § 601(e) lists termination events without an exit notice or hearing schedule; check certificate/bylaws (§ 602(f)) |
| Rights and records after exit | Class voting follows documents; corporation keeps member record; § 621(b) inspection requires 6 months’ immediate prior record membership (§§ 612, 621) |
| Dues and prior commitments | § 601(e) identifies exit events without discharging existing dues or promises; review governing terms and commitments |
| Challenge period and remedy | § 601(e) lists exit events without a specific challenge clock or remedy; review documents and applicable law |
Requirements one by one
Membership and governing documents
Section 601(a) lets a charitable corporation have no members; other covered corporations have members. For a corporation with members, the certificate or bylaws state the classes or the no-member choice. Section 601(b) permits class characteristics, qualifications, rights, and limits in the certificate or bylaws, or in a board resolution if the bylaws authorize that route. § 602(f) lets bylaws address member rights and powers consistently with the statute and certificate. The documents therefore matter for who acts on an exit and for any procedure the corporation adopted.
Transfer and ways membership ends
Under § 601(d), a membership certificate or card is not transferable. A separate transfer of the membership is possible if the certificate or bylaws permit it; in that case, the former member surrenders the card or certificate and the corporation issues a new one to the new member.
Section 601(e) lists death, resignation, expulsion, expiration of a membership term, and dissolution and liquidation as default termination events, subject to the statute, certificate, and bylaws. It does not specify a resignation notice form, an expulsion decision maker, or a hearing schedule. Those details require the corporation's governing documents. The same subsection does not state that a listed exit erases dues or other commitments.
Rights and member records
§ 612 lets the certificate or bylaws limit or deny a class's vote, provided at least one class or combination retains full voting rights. § 621(a) requires a member list or record with names, addresses, classes, capital certificates, and the dates members became record holders. § 621(b)'s inspection route requires membership of record for at least six months immediately before the demand or the stated capital-certificate holding; it also requires at least five days' written demand. Status at the time of a demand matters.
What trips people up
Under § 601(a), a corporation with members ordinarily must have at least three persons as members. A corporation or other entity may be the sole member only if that entity is owned or controlled by at least three persons. The charitable no-member option is a separate choice.
Common questions
Can a charitable nonprofit have no members?
Yes. Section 601(a) allows that choice and requires the no-member provision in the certificate or bylaws. The exit question then has no member to apply to.
Does § 601 set a one-year deadline to challenge expulsion?
Section 601(e) lists expulsion as a termination event but gives no challenge period. Check the governing documents and applicable law for any claim; this membership provision does not decide the result.
Statutes and sources
The quotations are from the New York State Senate's current Not-for-Profit Corporation Law section pages, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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