Nonprofit Corporation Membership Exit and Termination in West Virginia
At a glance
| Governing law and covered members | Nonprofit Corporation Act; corporation may have members or none; articles identify classes (§ 31E-6-601) |
|---|---|
| Documents, classes, and decision maker | Bylaws govern admission, retention, withdrawal, expulsion; reasonable, purpose-related, equally enforced (§ 31E-6-602(a)) |
| Transfer of membership rights | No voluntary or involuntary transfer of membership or related rights unless articles/bylaws allow (§ 31E-6-602(d)) |
| Voluntary resignation | Bylaw withdrawal rules; default membership ends on voluntary withdrawal (§ 31E-6-602(a), (e)) |
| Expulsion, suspension, and termination | Bylaw expulsion rules must be reasonable, germane, equally enforced; default termination on expulsion (§ 31E-6-602(a), (e)) |
| Notice and opportunity to respond | Follow reasonable, purpose-related, equally enforced bylaw procedure (§ 31E-6-602(a)) |
| Rights and records after exit | Default: rights and privileges in corporation and property cease on death, withdrawal, or expulsion (§ 31E-6-602(e)) |
| Dues and prior commitments | Member liable for duly imposed fines and assented or properly levied dues/assessments; review accrued balances (§§ 31E-6-603, -604(a)) |
| Challenge period and remedy | Assess bylaw rules against reasonable, germane, equal-enforcement standard (§ 31E-6-602(a)) |
Requirements one by one
Bylaw rules and transfer
Under § 31E-6-602(a)-(e), admission, retention, withdrawal, and expulsion rules belong in the bylaws. Those rules must be reasonable, germane to the corporation's purposes, and equally enforced. The same section bars voluntary or involuntary transfer of membership or related rights unless articles or bylaws provide otherwise. It also allows the articles to tie eligibility to good standing in another organization and make loss of that standing cause for expulsion.
Exit effect
Unless the articles or bylaws provide otherwise, § 31E-6-602(e) ends membership on death, voluntary withdrawal, or expulsion. All member rights and privileges in the corporation and its property cease under that default.
What trips people up
Section 31E-6-601 requires the articles to identify membership classes, while qualifications and rights may appear in either articles or bylaws. A corporation with no voting members must say so in its articles and operates under board management. Under § 31E-6-603(a)-(b), a bylaw provision imposing fines or dues involves specified two-thirds class votes; those levy votes are separate from deciding an expulsion. Under § 31E-6-604(a), a member may be liable for the stated dues, assessments, and duly imposed fines.
Common questions
Can a member transfer membership without asking the corporation?
Under § 31E-6-602(d), the default bars both voluntary and involuntary transfers unless the articles or bylaws provide otherwise.
What happens to rights after voluntary withdrawal?
Under § 31E-6-602(e), membership and all associated rights and privileges cease unless the articles or bylaws provide another rule.
Statutes and sources
- W. Va. Code §§ 31E-6-601 through -604: membership classes, transfer, withdrawal, expulsion, dues, and liability. Current official article, accessed 2026-10-03; each section's direct official URL is recorded above.
Source links
Every statute quoted above, linked, with the date we checked it.
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