Nonprofit Corporation Membership Exit and Termination in South Carolina

At a glance

Requirements one by one

Membership and transfer

§ 33-31-603 permits a corporation without members. Articles or bylaws may set admission criteria, but admission requires the person's consent (§ 33-31-601). § 33-31-610 permits classes with different rights and obligations. Under § 33-31-611, a mutual benefit member cannot transfer a membership or resulting right unless articles or bylaws authorize it; a public benefit or religious member cannot transfer one. If transfer rights were allowed, a later restriction needs approval of both members and the affected earlier holder.

Resignation and involuntary exit

§ 33-31-620 allows resignation at any time without prescribing a form in that section. § 33-31-621(a) requires fair, reasonable good-faith procedure for expelling, suspending, or terminating a member of a public benefit or mutual benefit corporation. The section does not extend that procedure to a religious corporation. For a document-based procedure, subsection (b)(1) says the person hearing the member must be authorized to stop the proposed action; it does not name a universal decision maker.

Prior obligations and membership purchase

Resignation does not release prior obligations or commitments (§ 33-31-620(b)); an expelled or suspended member may owe earlier dues, assessments, or fees (§ 33-31-621(e)). § 33-31-622 bars public benefit and religious corporations from purchasing memberships. A mutual benefit corporation may purchase a resigned or terminated membership only on article- or bylaw-authorized terms, subject to Article 13's payment limit.

What trips people up

§ 33-31-621(b) provides two fair-procedure routes: an article/bylaw procedure with written reasons at least 15 days before exit and a chance to respond at least five days before the effective date, or a procedure fair and reasonable in all relevant circumstances. Mailed written notice uses first-class or certified mail to the member's last record address under subsection (c). Subsection (d)'s one-year limit runs from the effective date and includes a defective-notice challenge.

Common questions

Must a public benefit corporation allow a transfer if its bylaws say so? § 33-31-611(b) bars a public benefit or religious corporation member from transferring a membership or any right arising from it.

What happens to the member list? § 33-31-1601(c) requires a record from which a list of names, addresses, classes and votes can be prepared. The corporation should account for who remains a member when maintaining that record.

Statutes and sources

• S.C. Code §§ 33-31-601, -603, -610–611, -620–622, and -1601, current official Chapter 31 text, accessed October 3, 2026. The operative passages are quoted in the statute entries above.