Nonprofit Corporation Membership Exit and Termination in Texas
At a glance
| Governing law and covered members | Tex. Bus. Orgs. Code ch. 22; corporation may have members in one or more classes or no members (§ 22.151) |
|---|---|
| Documents, classes, and decision maker | Certificate/bylaws must set each class, admission method, qualifications, and rights; exit decision maker follows those documents (§ 22.151) |
| Transfer of membership rights | Membership rights and any instrument evidencing them are governed by certificate/bylaws (§ 22.151); chapter 22 gives no transfer formula |
| Voluntary resignation | Consult certificate/bylaws for resignation and its effect; § 22.151 assigns membership qualifications and rights to those documents |
| Expulsion, suspension, and termination | Consult certificate/bylaws for grounds and procedure; § 22.151 assigns membership qualifications and rights to those documents |
| Notice and opportunity to respond | Check certificate/bylaws for member-exit notice and hearing; § 22.151 sets no exit-specific notice clock |
| Rights and records after exit | Voting rights depend on member class and documents; voting-member meeting list and inspection rights attach to members (§§ 22.160, 22.158, 22.351) |
| Dues and prior commitments | Check governing documents and commitments; § 22.151 does not state whether dues or promises survive exit |
| Challenge period and remedy | No exit-challenge period stated in chapter 22 membership provision (§ 22.151); a dispute needs document and other-law review |
Requirements one by one
The governing documents carry the membership terms
Section 22.151(a) permits one or more classes of members, or none. If there are members, the certificate of formation or bylaws must include the designation of each class, how its members are elected or appointed, and that class’s qualifications and rights (§ 22.151(b)). A certificate, card, or other instrument may evidence rights only as those documents authorize (§ 22.151(c)). Read the current documents to identify a member's class and the terms affecting a proposed transfer, resignation, suspension, expulsion, or termination. The quoted membership provision does not supply an exit decision maker, lead time, hearing method, or surviving-dues rule.
Rights while a person is a member
Under § 22.160(a), each member ordinarily has one vote on matters submitted to members, but the certificate or bylaws may limit, enlarge, or deny a class's voting rights. Section 22.158(a) requires a voting-member list for a meeting after its notice record date is set; the list identifies voting members, addresses, and vote counts. A member may demand relevant corporate books and records for a proper purpose under § 22.351. These provisions make the member's actual class and status material when a corporation prepares a vote or receives a record demand.
What trips people up
A membership certificate or card does not itself set transfer or exit rights: § 22.151(c) makes it evidence of rights authorized in the certificate of formation or bylaws. A record list prepared for a member meeting under § 22.158 follows the meeting’s notice record date and identifies voting members, addresses, and vote counts.
Common questions
Does every class vote on a proposed membership decision?
Section 22.160(a) gives a member one vote on a matter submitted to members unless the certificate or bylaws limit, enlarge, or deny that class's voting rights. Whether a particular exit decision goes to members is a separate question for the governing documents.
Is there a fixed statutory deadline here to challenge an expulsion?
Section 22.151 sets the class and rights framework but no exit-challenge period. A particular dispute requires review of the documents and any other applicable law; this chapter 22 comparison does not resolve it.
Statutes and sources
The quoted provisions are from the Texas Legislative Council’s current Business Organizations Code chapter 22, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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