Nonprofit Corporation Membership Exit and Termination in Virginia
At a glance
| Governing law and covered members | Nonstock Corporation Act; one or more member classes or no members (§ 13.1-837). |
|---|---|
| Documents, classes, and decision maker | Articles set class rights; bylaws may do so if articles authorize (§ 13.1-837). |
| Transfer of membership rights | Membership interests are nontransferable under current law (§ 13.1-837). |
| Voluntary resignation | Current § 13.1-837 states membership rights, not a resignation method; 2027 § 13.1-837.2(B) allows a document provision. |
| Expulsion, suspension, and termination | Current § 13.1-837 does not prescribe an exit procedure; document-based rule begins Jan. 1, 2027 (§ 13.1-837.2(A)). |
| Notice and opportunity to respond | No notice or hearing method is specified in current § 13.1-837; check governing documents. |
| Rights and records after exit | Member rights come from articles or authorized bylaws; maintain a member record by class (§§ 13.1-837, 13.1-932(C)). |
| Dues and prior commitments | Current § 13.1-837 gives no exit-specific dues rule; prior commitments survive under 2027 § 13.1-837.2(D). |
| Challenge period and remedy | Current § 13.1-837 gives no challenge period; 2027 § 13.1-837.2(C) sets one year from effective exit. |
Requirements one by one
Membership and transfer now
§ 13.1-837 permits a nonstock corporation to have members in one or more classes or none. Where there are members, the articles state class qualifications and rights; bylaws can do so if the articles authorize them. The current text says membership interests “shall not be transferable” and gives members only the voting and other rights specified in those documents. A membership certificate does not make the interest transferable.
Member records
§ 13.1-932(C) requires a record from which the corporation can prepare member names and addresses in alphabetical order by class. It describes the corporation's membership record, rather than a public filing each time a membership ends.
What trips people up
The official code displays current and future versions side by side. The new § 13.1-837(C) permits transfers if the articles or bylaws provide otherwise. New § 13.1-837.2(A)–(D) puts termination and suspension reasons and manner in those documents, permits a resignation provision, preserves pre-exit obligations and commitments, and gives one year after the effective date of termination or suspension to challenge it. § 13.1-837.1(C) will also permit reasonable collection measures such as suspension or termination. These changes take effect January 1, 2027; they are not the current exit procedure or deadline.
Common questions
Can a nonprofit have no members? Yes. § 13.1-837 expressly allows that structure.
Does a membership certificate permit a transfer today? No. § 13.1-837 permits certificates but separately says interests are nontransferable.
Does the new one-year period apply now? No. § 13.1-837.2(C) is marked effective January 1, 2027. The current § 13.1-837 does not state that period.
Statutes and sources
- Va. Code §§ 13.1-837, 13.1-837.1, 13.1-837.2, and 13.1-932, official Virginia Nonstock Corporation Act showing current and January 1, 2027 versions, accessed October 3, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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