Nonprofit Corporation Membership Exit and Termination in North Dakota
At a glance
| Governing law and covered members | N.D.C.C. ch. 10-33; corporation may have classes or no members; no member provision means no members (§ 10-33-57(1)) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws may set classes, qualifications, withdrawal and expulsion procedure; authorized decision maker hears response (§§ 10-33-26(1), 10-33-62(2)) |
| Transfer of membership rights | Neither membership nor rights transfer unless articles/bylaws allow; later restriction needs members’ and affected member’s approval (§ 10-33-59) |
| Voluntary resignation | Member may resign at any time; § 10-33-61 sets no required notice form; existing obligations survive |
| Expulsion, suspension, and termination | Fair, reasonable, good-faith procedure; fixed-term expiration excepted; dues nonpayment cancellation may be provided on reasonable notice (§§ 10-33-60(3), -62(1)) |
| Notice and opportunity to respond | One fair-procedure route: written reasons at least 15 days ahead; oral/written response to authorized decider at least 5 days ahead; contextual fairness alternative (§ 10-33-62(2)) |
| Rights and records after exit | Member inspection right applies while a member; corporation may buy resigned/terminated membership only if articles/bylaws authorize (§§ 10-33-63, -80(2)) |
| Dues and prior commitments | Resignation or involuntary exit does not erase dues, assessments, fees, or goods/services charges (§§ 10-33-61, -62(4)) |
| Challenge period and remedy | Challenge, including defective-notice claim, within 1 year after effective exit date (§ 10-33-62(3)) |
Requirements one by one
Under § 10-33-57(1), a corporation without a member provision in its articles or bylaws has no members. The following exit rules apply when it has members.
Transfer and voluntary exit
Under § 10-33-59, a member cannot transfer a membership or a right arising from it unless the articles or bylaws provide otherwise. A later transfer restriction cannot bind a preexisting member without both member approval and that affected member's approval. Under § 10-33-61, a member may resign at any time, while existing dues and other listed charges remain owed.
Involuntary exit and notice
§ 10-33-62(1) requires a fair, reasonable procedure carried out in good faith for expulsion, suspension, or termination. § 10-33-62(2) recognizes a procedure as fair if it gives written notice with reasons at least 15 days beforehand and a chance to be heard orally or in writing before an authorized decision maker at least 5 days before the effective date. It separately allows a procedure fair and reasonable in light of all relevant circumstances, so the 15/5-day schedule is not the only statutory route.
What trips people up
§ 10-33-62(1) excludes the end of a fixed membership term from its involuntary-exit procedure. Under § 10-33-60(3), the articles or bylaws may also provide for cancellation on reasonable notice for nonpayment of dues, assessments, or fees. These are different from a blanket power to expel without the statutory fair-procedure rule.
Under § 10-33-62(4), involuntary exit does not erase the listed obligations, just as § 10-33-61 preserves them after resignation. § 10-33-63 permits a buyout of a resigned or terminated membership only when authorized in the articles or bylaws, for the amount and conditions those documents set. § 10-33-80(2) describes inspection as a member or director right; a claimed former member must first resolve status under the governing documents and law.
Common questions
Does a member have exactly one year from notice to challenge an expulsion?
No. § 10-33-62(3) runs the one-year period from the effective date of the expulsion, suspension, or termination, including when defective notice is alleged.
Can bylaws spell out a different withdrawal or expulsion process?
§ 10-33-26(1) permits bylaws to address admission, withdrawal, suspension, and expulsion. An involuntary procedure still must satisfy § 10-33-62's fair, reasonable, good-faith standard.
Statutes and sources
- N.D.C.C. §§ 10-33-26, -57, -59 to -63, and -80: nonprofit membership, transfer, resignation, fair exit procedure, obligations, purchase, and member inspection. Current official chapter 10-33 PDF, accessed 2026-10-03; each source entry above links the section search within the PDF.
Source links
Every statute quoted above, linked, with the date we checked it.
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