Nonprofit Corporation Membership Exit and Termination in Washington

At a glance

Requirements one by one

Who is a member and who sets the rules

§ 24.03A.315 allows one or more member classes or none. For a corporation formed on or after January 1, 2022, articles that do not say it has members mean it has none, despite contrary bylaws; older corporations have the distinct bylaw and voting-right test in subsection (3). § 24.03A.345 places class designations, qualifications, and rights in the articles or bylaws. § 24.03A.695(1)(d) generally requires affected-class approval before the board changes a bylaw provision about termination or suspension, unless the articles or bylaws provide otherwise.

Transfer and voluntary exit

§ 24.03A.350(1) bars transfer of membership or a right arising from it unless the articles, bylaws, or a board resolution allow it. A later transfer restriction does not bind a holder of a previously issued transferable membership without that member's consent in a record under subsection (2). § 24.03A.370 lets a member resign “at any time,” while preserving obligations incurred or commitments made before resignation. It does not prescribe a resignation form.

Involuntary exit

§ 24.03A.375(1) allows termination or suspension for reasons and in the manner in the articles or bylaws. Subsection (3) supplies a separate default: when those documents allow the board or another body to admit members, two-thirds of that body's affirmative vote may terminate a membership unless the documents say otherwise. Under subsection (4), a court may order termination in the corporation's best interests in a proceeding involving the corporation or on its application. The statute calls these termination and suspension routes; it does not prescribe one hearing format for all of them.

Records and financial obligations

§ 24.03A.210(4) requires a membership record that can produce an alphabetical list by class with each member's name, address, and votes. § 24.03A.340 ties member rights to the articles, bylaws, or the specified statutory voting rule. § 24.03A.360 permits document-authorized dues, fees, and assessments, including reasonable collection means such as termination and reinstatement. § 24.03A.375(6) preserves obligations and commitments made before termination or suspension.

What trips people up

The no-contact route in § 24.03A.375(2) requires at least three years with no contact. It then requires a warned request to update contact information and one of three outcomes: no response within 90 days after a request delivered by means reasonably likely to reach the member; prepaid first-class forwardable mail returned undeliverable; or, for members not individually identified in the records, publication once a week for six consecutive weeks in the specified county newspaper. These alternatives are not a general hearing timetable.

The challenge period in § 24.03A.375(5) is one year after the effective date of termination or suspension. It is not measured from when an update request was sent or from the member's last contact.

Common questions

Can someone called a “member” lack statutory membership? Yes. § 24.03A.315's membership structure and § 24.03A.340's rights must be read together with the governing documents; a title alone is not the exit procedure.

Does resignation erase unpaid dues or promised work? § 24.03A.370(2) preserves obligations incurred and commitments made before resignation.

Who may terminate a membership? § 24.03A.375 identifies document-based, default admitting-body vote, no-contact, and court routes. Which one applies depends on the facts and governing documents.

Statutes and sources

• Wash. Rev. Code §§ 24.03A.210, .315, .340, .345, .350, .360, .370, .375, and .695, current official nonprofit act, accessed October 3, 2026.