Nonprofit Corporation Membership Exit and Termination in Oregon
At a glance
| Governing law and covered members | ORS ch. 65; articles must state that corporation has members, or it has none (§ 65.137). |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws may create classes with different rights and obligations; authorized decision maker hears proposed exit (§§ 65.144(1), .167(2)). |
| Transfer of membership rights | No transfer unless articles/bylaws allow; public/religious member generally cannot transfer for value (§ 65.147(1)–(3)). |
| Voluntary resignation | Member may resign at any time; prior obligations/commitments remain (§ 65.164(1)–(2)). |
| Expulsion, suspension, and termination | Public/mutual benefit: fair, reasonable, good-faith procedure; nonpayment can be grounds without hearing (§§ 65.154, .167(1)–(2)). |
| Notice and opportunity to respond | Document safe harbor: 15-day reasons notice, 5-day oral/written response to authorized person; contextual fairness also allowed (§§ 65.034, .167(2)). |
| Rights and records after exit | Membership rights depend on class; corporation keeps a current member list and rights resolutions (§§ 65.144, .771(3), (5)). |
| Dues and prior commitments | Resignation preserves earlier obligations/commitments; expelled or suspended member may owe prior dues, assessments, fees (§§ 65.154, .164(2), .167(4)). |
| Challenge period and remedy | Proceeding, including defective-notice challenge, begins within one year after effective exit (§ 65.167(3)). |
Requirements one by one
Covered members and transfers
Under § 65.137, articles must say the corporation has members for membership to exist. Articles or bylaws may create classes with different rights and obligations (§ 65.144(1)). Under § 65.147(1), a member cannot transfer a membership or a membership right unless the documents permit it, apart from proxies. Even when transfer rights exist, § 65.147(2) bars a public benefit or religious corporation member from transferring for value unless that member is itself a public benefit or religious corporation.
Resignation and involuntary exit
A member may resign at any time (§ 65.164(1)), while subsection (2) keeps earlier obligations and commitments in place. For public and mutual benefit corporations, § 65.167(1) requires a fair, reasonable, good-faith procedure before expulsion, suspension, or termination. Subsection (2) accepts a procedure that considers all relevant circumstances or the document-based notice and response route in the table. The person receiving a response must be authorized to withdraw the proposed action.
What trips people up
The 15-day notice and five-day response route in § 65.167(2) is one way to establish fairness, alongside a procedure fair and reasonable under the circumstances; it is not a universal fixed schedule. The notice must state the reasons and comply with § 65.034(2)–(3), (7). Under § 65.154, nonpayment can be grounds for exit without a hearing, but merely authorizing dues in a document or board resolution does not itself create a payment liability. Section 65.167(4) preserves possible liability for obligations incurred before an involuntary exit.
A challenge, including one alleging defective notice, must start within one year after the effective date of the expulsion, suspension, or termination (§ 65.167(3)). The statute fixes the filing window; it does not decide whether a particular procedure was fair.
Common questions
Can a corporation later restrict an existing transfer right? Under § 65.147(3), a new restriction does not bind a membership issued before its adoption unless both the members and the affected member approve it.
Does resignation erase dues already owed? Section 65.164(2) preserves earlier obligations and commitments. Section 65.154 says a dues provision or board resolution alone does not create payment liability, so the actual obligation needs separate review.
Where are class rights recorded? Under § 65.771(5)(c), the corporation keeps board resolutions about a class's characteristics, qualifications, rights, limitations, and obligations. Under § 65.771(3), it also keeps a current member record from which a class-by-class list can be prepared.
Statutes and sources
- Or. Rev. Stat. § 65.034, notice; accessed October 3, 2026.
- Or. Rev. Stat. §§ 65.137, 65.144, 65.147, 65.154, 65.164, 65.167, members and exit; accessed October 3, 2026.
- Or. Rev. Stat. § 65.771, records; accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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