Nonprofit Corporation Membership Exit and Termination in Wisconsin

At a glance

Requirements one by one

Membership, classes, and transfer

§ 181.0603 permits a corporation with no members. § 181.0601 lets the articles or bylaws set admission criteria but requires the person's consent. § 181.0610 gives members equal rights and obligations by default, subject to document-based classes and other authorized differences. Under § 181.0611, a membership or right arising from it cannot transfer unless the articles or bylaws allow it; a later transfer restriction needs approval from the members and affected holder to bind a previously issued transferable membership.

Withdrawal and involuntary exit

§ 181.0620(1) says membership ends by death, voluntary withdrawal, or expulsion unless the articles provide otherwise, and the former member's corporate and property rights then cease. Subsection (2) permits suspension or expulsion in the manner set in the articles, or in bylaws if the articles permit. When the articles make no provision, the fallback is an affirmative vote of two thirds of members entitled to vote, or two thirds of directors if no members are entitled to vote. A suspension on this fallback is for a specified period.

Dues and buyout

§ 181.0613 says authorizing or imposing dues, assessments, or fees in articles, bylaws, or a board resolution does not by itself create payment liability. § 181.0620(3) says an expelled or suspended member may still owe amounts tied to obligations incurred or commitments made before the action. Under § 181.0622, a corporation may purchase a resigned or terminated membership on terms set or authorized by the articles or bylaws, subject to the stated distribution limit.

What trips people up

§ 181.0620(2) allows the bylaws to set the expulsion manner only if the articles so provide. Without that authorization or an articles provision, the two thirds fallback applies. The section itself does not prescribe a uniform number of advance-notice days, a hearing format, or a challenge deadline; check the governing documents and other applicable law before relying on a particular process.

Common questions

Does withdrawal leave voting rights in place? Unless the articles provide otherwise, § 181.0620(1) ends all member rights in the corporation or its property after voluntary withdrawal.

Can directors vote on an expulsion? Under § 181.0620(2)'s fallback, two thirds of directors may act when there are no members entitled to vote.

Does a transfer automatically admit a replacement member? § 181.0611 addresses transfer authorization, and § 181.0601 separately requires consent to admission. Check both provisions and the documents.

Statutes and sources

• Wis. Stat. §§ 181.0601, .0603, .0610, .0611, .0613, .0620, and .0622, current official section and surrounding membership provisions, accessed October 3, 2026.