Nonprofit Corporation Membership Exit and Termination in Pennsylvania

At a glance

Requirements one by one

Bylaw control and membership scope

Section 5751(a) requires member-adopted bylaws to prescribe classes and the rules of admission, retention, suspension, and expulsion. Those rules must be reasonable, germane to the corporation's purposes, and equally enforced for members of the same class. Unless those bylaws say otherwise, there is one class with equal rights. If the corporation has no members or no voting members for a particular matter, § 5751(b) assigns the required member action to the board or other body. The bylaw method for ending membership is stated separately in § 5769(a); the statute does not designate the board as the universal exit decision maker.

Transfer, withdrawal, and involuntary exit

Section 5769(d) starts with a bar on transferring membership or rights arising from it unless the bylaws allow a transfer. Changing member identity or membership criteria by amending the articles or bylaws is not a transfer under that subsection. A Pennsylvania nonprofit may also use a stock share basis if its articles say so (§ 5752(a)); its shares likewise are nontransferable by default unless bylaws provide otherwise (§ 5752(d)).

§ 5768 recognizes withdrawal as an event that can reduce membership below a stated number, while § 5769(a) makes the member-adopted bylaw the termination method. The latter lets bylaws condition eligibility on good standing in another organization if they define that limitation. For expulsion, § 5769(b)(1) requires “notice, trial and conviction” in the form prescribed by the bylaws. The subsection does not give a fixed day count. A different route in § 5544(c) permits bylaws to terminate membership for unpaid dues or assessments upon reasonable notice; § 5769(b)(2) excludes that route from the ordinary expulsion procedure.

Rights, records, and dues

Unless bylaws provide otherwise, § 5769(c) ends the former member's vote and interest in the corporation or its property on termination. § 5508(a) requires a membership register; its subsection (b) gives a member, for a proper purpose and on a compliant demand, inspection rights. Section 5544(a) requires bylaw authority to levy dues or assessments, while § 5544(b) allows the bylaws or a body they authorize to set amounts and collection methods. These sections do not themselves cancel a balance incurred before exit.

What trips people up

The nonpayment route in § 5544(c) calls for reasonable notice and can include reinstatement terms. It is specifically carved out of the “notice, trial and conviction” expulsion provision in § 5769(b)(2); do not apply the wrong procedure merely because both routes end membership.

Common questions

Does membership falling below a stated number dissolve the corporation?

No. § 5768 says the surviving or continuing members may continue the corporation unless bylaws restrict that result.

Is there a fixed time limit in § 5769 to challenge an expulsion?

Section 5769 sets the termination and expulsion procedure but no express challenge period. Section 5751(a)'s reasonableness and equal-enforcement rules remain relevant; the outcome of any dispute depends on the governing terms and facts.

Statutes and sources

The quotations come from the Pennsylvania General Assembly’s current official Title 15 chapter 55 and 57 PDFs, accessed October 3, 2026.