Nonprofit Corporation Membership Exit and Termination in Utah

At a glance

Requirements one by one

Member classes, transfer, and resignation

Utah nonprofit corporations may operate without members (§ 16-6a-601). If they have members, § 16-6a-602 permits voting and nonvoting classes and lets the bylaws designate each class's qualifications, rights, and voting matters.

Under § 16-6a-606(1), a member generally cannot transfer a membership or a right from it unless articles or bylaws permit transfer. Subsection (2) protects a membership issued before a later transfer restriction unless the affected member approves the restriction. Water-company shares have a separate default under subsection (3).

A member may resign at any time unless the bylaws say otherwise (§ 16-6a-608(1)). Resignation does not erase an obligation incurred or commitment made beforehand (§ 16-6a-608(2)).

Involuntary exit and review

Unless bylaws provide otherwise, § 16-6a-609(1) requires a fair and reasonable procedure for expulsion, suspension, and termination. A bylaw or written board policy can use the statute's 15-day written reasons notice and five-day oral or written response route; a procedure fair under all relevant circumstances also qualifies (§ 16-6a-609(2)). A response must reach someone who can stop the proposed action. If written notice is mailed, subsection (3) requires first-class or certified mail to the last member address in corporate records.

Under § 16-6a-609(4), a challenge including defective notice must begin within one year after the effective date, unless bylaws provide otherwise. That provision sets the filing window without resolving whether a particular decision was fair. Subsection (5) preserves possible liability for earlier dues, assessments, and fees after expulsion or suspension, again subject to bylaws.

What trips people up

The 15-day/five-day path is an express route to fairness, while § 16-6a-609(2)(b) allows a contextual procedure. The statute also treats compliance with a separate investment-security provision as fair procedure for a qualifying mutual benefit corporation (§ 16-6a-609(6)); that route requires checking the referenced law.

The corporation keeps an internal member record capable of producing a class-by-class list with each member's voting count (§ 16-6a-1601(3)). Membership rights and record status should be checked against the effective date of an exit.

Common questions

Can bylaws change the one-year challenge period? Yes. Section 16-6a-609(4) expressly introduces that deadline with “Unless otherwise provided by the bylaws.”

Does a mailed notice to any address suffice? Section 16-6a-609(3) specifies first-class or certified mail to the last member address shown in the corporation's records.

Statutes and sources

• Utah Code §§ 16-6a-601, -602, -606, -608, -609, -1601, current official Chapter 6a PDF; accessed October 3, 2026.