Nonprofit Corporation Membership Exit and Termination in Vermont
At a glance
| Governing law and covered members | 11B V.S.A. nonprofit corporation law; corporation need not have members (§ 6.03) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws may create different member classes; specified notice route uses a person authorized to stop proposed exit (§§ 6.20, 6.31(b)(1)(B)) |
| Transfer of membership rights | Public benefit: no transfer; mutual benefit: only if articles/bylaws allow; later restriction needs members’ and affected member’s approval (§ 6.21) |
| Voluntary resignation | Member may resign at any time; § 6.30 prescribes no signed-form or advance interval |
| Expulsion, suspension, and termination | Procedure must be fair, reasonable, and in good faith; either statutory document-based route or contextual fairness route (§ 6.31(a)-(b)) |
| Notice and opportunity to respond | Document route: 15 days’ prior written reasons and response at least 5 days before effect; alternate route depends on circumstances; mailed notice first-class/certified (§ 6.31(b)-(c)) |
| Rights and records after exit | Corporation maintains member/vote list; statutory inspection route addresses a member; check status and governing terms after exit (§§ 16.01(c), 16.02(a)) |
| Dues and prior commitments | Resignation preserves obligations to corporation; expelled/suspended member may owe earlier dues, assessments, or fees (§§ 6.30(b), 6.31(e)) |
| Challenge period and remedy | Challenge expulsion, suspension, or termination, including defective notice, within 1 year after effective date (§ 6.31(d)) |
Requirements one by one
Transfer and resignation
Vermont distinguishes nonprofit types. § 6.21(b) bars transfer of a public benefit corporation membership or its rights. Under § 6.21(a), a mutual benefit corporation may authorize transfer through its articles or bylaws. If transfer rights already exist, § 6.21(c) requires both member approval and the affected member's approval before a later restriction binds that member. § 6.30(a) permits resignation at any time; subsection (b) preserves existing obligations to the corporation.
Expulsion, suspension, and termination
§ 6.31(a) requires a fair and reasonable procedure carried out in good faith. One way to meet that standard is a procedure in the articles or bylaws with at least 15 days' prior written notice stating reasons and an oral or written opportunity to be heard at least five days before the effective date by someone empowered to stop the proposed action (§ 6.31(b)(1)). A procedure can instead be fair and reasonable in light of all relevant facts and circumstances (§ 6.31(b)(2)).
Delivery and challenge
When written notice is mailed, § 6.31(c) requires first-class or certified mail to the member's last address in corporate records. § 6.31(d) requires a challenge, including a defective-notice claim, within one year after the action's effective date.
What trips people up
The dues question needs its own check. § 6.30(b) preserves a resigning member's obligations, and § 6.31(e) says an expelled or suspended member may remain liable for earlier dues, assessments, or fees. Under § 6.23, merely authorizing or imposing a charge in articles, bylaws, or a board resolution does not itself create liability.
§ 6.20 permits different member classes through articles or bylaws. § 16.01(c) requires a class-sorted member and vote record, while § 16.02(a) frames its inspection route as a member's right. A person's continuing status after an exit depends on the action and governing terms.
Common questions
Must a resignation use a particular signed form?
§ 6.30(a) allows resignation at any time and gives no signed-form requirement. The articles and bylaws may explain how the corporation receives and records it.
Can a nonprofit operate without members?
Yes. § 6.03 says a corporation is not required to have members; these exit procedures matter only when it does.
Statutes and sources
- 11B V.S.A. §§ 6.03, 6.20–.21, .23, .30–.31, and 16.01–.02: membership scope, transfer, resignation, fair procedure, notice, continuing obligations, records, and challenge period. Official Chapter 6 and Official Chapter 16, accessed 2026-10-03. The 2026 acts publication showed no 2026 change to Title 11B.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Vermont law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Vermont law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace