Nonprofit Corporation Membership Exit and Termination in Oklahoma
At a glance
| Governing law and covered members | General Corporation Act covers nonprofit nonstock corporations; failure to have members does not undo acts or dissolve corporation (§§ 1004.1(A), 1006(A)(4)). |
|---|---|
| Documents, classes, and decision maker | Certificate/bylaws set membership conditions and classes; governing body holds bylaw power, certificate may add member power (§§ 1006(A)(4), 1013(A)). |
| Transfer of membership rights | Check certificate/bylaws for member-status transfer; nonprofit nonstock has no statutory economic membership interests (§§ 1006(A)(4), 1004.1(D)(3)). |
| Voluntary resignation | Consult certificate/bylaws for exit terms; § 1006(A)(4) places membership conditions there. |
| Expulsion, suspension, and termination | Consult membership conditions and bylaws for grounds, actor and procedure (§§ 1006(A)(4), 1013(B)). |
| Notice and opportunity to respond | Exit notice/hearing terms depend on membership conditions; § 1006(A)(4) supplies document framework. |
| Rights and records after exit | Class voting rights may vary; absent membership criteria, governing-body electors are deemed members (§§ 1006(A)(4), 1060(B)). |
| Dues and prior commitments | Inspect certificate/bylaws for dues or prior commitments under membership conditions (§§ 1006(A)(4), 1013(B)). |
| Challenge period and remedy | Membership-condition rule in § 1006(A)(4) does not specify an exit-challenge period. |
Requirements one by one
Identify the members and their rights
Oklahoma applies its General Corporation Act to nonprofit nonstock corporations, with member and governing-body substitutions under § 1004.1(A). Under § 1006(A)(4), the certificate or bylaws must state membership conditions or other criteria for identifying members. The same subsection permits classes with different rights, powers, and duties, including limited or no voting rights. If the documents state no membership criteria, people entitled to elect the governing body are deemed members until the documents say otherwise.
For ordinary member voting, § 1060(B) gives one vote per member on matters submitted to members unless the certificate or bylaws provide otherwise, subject to the statute's subsection F. Read those voting rights separately from the question of who may terminate membership.
What trips people up
Under § 1004.1(D)(2)–(3), a membership interest is an economic share or distribution right, and a nonprofit nonstock corporation lacks those interests. That definition does not answer whether a person may transfer member status. Read the actual certificate and bylaws. Under § 1013(A)–(B), the governing body normally holds bylaw power, the certificate may also give members bylaw power, and bylaw provisions must be consistent with law and the certificate.
The member-identification rule in § 1006(A)(4) should not be mistaken for a fixed statutory hearing, advance-notice schedule, or dues-release rule. Those departure details require the corporation's governing terms and the facts of the member's obligations.
Common questions
Does a temporary lack of members invalidate the corporation's acts? No. Section 1006(A)(4) expressly says a failure to have members does not affect otherwise valid corporate acts or cause forfeiture or dissolution.
May a class have no vote for the governing body? Yes. Section 1006(A)(4) permits full, limited, or no voting rights, including a vote on a specified transaction without a vote for the governing body's election.
Statutes and sources
- Okla. Stat. tit. 18, § 1004.1, nonstock application and definitions; accessed October 3, 2026.
- Okla. Stat. tit. 18, § 1006, membership conditions; accessed October 3, 2026.
- Okla. Stat. tit. 18, § 1013, bylaws; accessed October 3, 2026.
- Okla. Stat. tit. 18, § 1060, member votes; accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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