Nonprofit Corporation Membership Exit and Termination in Rhode Island
At a glance
| Governing law and covered members | Rhode Island Nonprofit Corporation Act; corporation may have classes or no members (§ 7-6-15) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws state class selection, qualifications, rights; bylaws may manage affairs consistently with law/articles (§§ 7-6-15, -16) |
| Transfer of membership rights | Member rights stated in articles/bylaws; § 7-6-15 permits certificates but sets no ordinary transfer method |
| Voluntary resignation | Check class terms in articles/bylaws; §§ 7-6-15 and -16 state no general resignation method |
| Expulsion, suspension, and termination | Check articles/bylaws for class rights and management procedure; §§ 7-6-15 and -16 state no uniform exit vote |
| Notice and opportunity to respond | No individual exit notice/hearing timetable in cited member/bylaw provisions (§§ 7-6-15, -16) |
| Rights and records after exit | Voting-member address record kept; § 7-6-30 inspection route is framed for members |
| Dues and prior commitments | Member not liable merely as member for corporation’s obligations; specific dues commitments require separate review (§ 7-6-15) |
| Challenge period and remedy | No individual exit challenge period in cited member/bylaw provisions; review governing terms and applicable law (§§ 7-6-15, -16) |
Ordinary membership procedure
Under § 7-6-15, a corporation may have classes of members or no members. For each class, the articles or bylaws state how members are selected and their qualifications and rights. Certificates may evidence membership, but this provision does not itself say how rights transfer. Under § 7-6-16, bylaws may regulate corporate affairs consistently with law and the articles. Read the actual class terms for resignation or an involuntary exit; the cited membership provisions set no single vote, notice period, or hearing process for those decisions.
What trips people up
Under § 7-6-20(a), (d), a member's voting right may be limited, enlarged, or denied by the articles or bylaws; otherwise each member has one vote on matters submitted to members. Directors have sole voting power if the corporation has no members or members have no vote. This voting rule does not, by itself, assign the decision on any particular expulsion.
Under § 7-6-30, the corporation keeps a record of voting members' names and addresses at its Rhode Island registered or principal office. Its proper-purpose inspection entitlement is given to any member, or the member's agent or attorney. Section 7-6-15 shields a person from the corporation's obligations merely because the person is a member, but does not settle a separate dues promise or commitment.
Common questions
Does Chapter 7-6 require a fixed advance hearing for each expulsion?
Sections 7-6-15 and 7-6-16 do not set that timetable. Check the articles, bylaws, and other applicable law.
Is there a specific Chapter 7-6 deadline to challenge membership exit?
The cited member and bylaw provisions set no individual exit challenge period. A particular dispute requires review of the governing terms and applicable law.
Statutes and sources
- R.I. Gen. Laws §§ 7-6-15, -16, -20, and -30: member classes, bylaw authority, voting, and member records. Official Chapter 7-6 index, accessed 2026-10-03; each section's official URL is recorded in the source entries above.
Source links
Every statute quoted above, linked, with the date we checked it.
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