Nonprofit Corporation Membership Exit and Termination in North Carolina
At a glance
| Governing law and covered members | Chapter 55A nonprofit corporations may have one or more member classes or no members (§ 55A-6-01(a)). |
|---|---|
| Documents, classes, and decision maker | Articles or bylaws govern membership qualifications, rights, obligations, and exit method; no universal exit decision maker stated (§ 55A-6-20). |
| Transfer of membership rights | Articles or bylaws may specify transferability or nontransferability; no blanket statutory transfer default in § 55A-6-20(6). |
| Voluntary resignation | Member may resign at any time; § 55A-6-30 does not prescribe a delivery form or effective-date rule. |
| Expulsion, suspension, and termination | Expulsion, suspension, and membership termination require a fair and reasonable manner carried out in good faith (§ 55A-6-31(a)). |
| Notice and opportunity to respond | § 55A-6-31(a) requires fairness, reasonableness, and good faith; it states no fixed advance-notice or hearing timetable. |
| Rights and records after exit | Articles/bylaws may specify rights and obligations on termination; maintain a member record by name, address, class, and voting power (§§ 55A-6-20(5), 55A-16-01(c)). |
| Dues and prior commitments | Resignation preserves prior obligations and commitments; expulsion or suspension can leave prior dues, assessments, and fees (§§ 55A-6-30(b), 55A-6-31(c)). |
| Challenge period and remedy | Challenge to expulsion, suspension, or termination must begin within one year after the member receives notice (§ 55A-6-31(b)). |
Requirements one by one
Membership documents and transfer
§ 55A-6-20 assigns the designations, qualifications, rights, and obligations of members to the articles or bylaws. It expressly includes “the transferability or nontransferability of memberships,” the manner of ending membership, and the parties' rights and obligations on termination. § 55A-6-01(b) also requires the consent of a person admitted as a member. Read the applicable documents before treating a transfer as admission of a replacement member.
Resignation and involuntary exit
Under § 55A-6-30(a), “Any member may resign at any time.” That section does not set a prescribed notice form or an effective date. Under § 55A-6-31(a), an expulsion, suspension, or termination must occur in a manner “fair and reasonable and ... carried out in good faith.” The provision does not set a uniform number of advance-notice days or mandate one hearing format.
Continuing duties and records
§ 55A-6-30(b) preserves obligations and commitments made before resignation. § 55A-6-31(c) addresses dues, assessments, and fees tied to prior commitments after expulsion or suspension. Under § 55A-6-23, authorizing or imposing dues in the articles, bylaws, or a board resolution alone does not create member liability. § 55A-16-01(c) requires a membership record capable of showing names, addresses, classes, and each member's votes.
What trips people up
The one-year challenge period under § 55A-6-31(b) starts when the member receives notice of the expulsion, suspension, or termination. The section does not use the action's effective date as the trigger. Preserve the notice and its receipt date when evaluating the period.
Common questions
Can a corporation have no members? Yes. § 55A-6-01(a) permits one or more classes or no members.
Does resignation erase unpaid commitments? No. § 55A-6-30(b) preserves obligations incurred and commitments made to the corporation before resignation.
Is a hearing always required before suspension? § 55A-6-31(a) specifies fairness, reasonableness, and good faith, without naming one hearing procedure. The corporation's documents and circumstances matter.
Statutes and sources
- N.C. Gen. Stat. §§ 55A-6-01, 55A-6-20, 55A-6-23, 55A-6-30–31, and 55A-16-01, current official chapter, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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