Nonprofit Corporation Membership Exit and Termination in Wyoming
At a glance
| Governing law and covered members | Wyoming Nonprofit Corporation Act; no members required; public, mutual, and religious types distinguished (§§ 17-19-603, -611, -621(a)) |
|---|---|
| Documents, classes, and decision maker | Articles/bylaws may establish differing member classes; document-based exit route uses person empowered to stop proposed exit (§§ 17-19-610, -621(b)(i)(B)) |
| Transfer of membership rights | Public/religious: no transfer; mutual: articles/bylaws may allow; later restriction requires members’ and affected member’s approval (§ 17-19-611) |
| Voluntary resignation | Member may resign at any time; resignation section prescribes no signed form or lead time (§ 17-19-620(a)) |
| Expulsion, suspension, and termination | Public/mutual: fair, reasonable, good-faith procedure; document-based notice/response route or contextual fairness route (§ 17-19-621(a)-(b)) |
| Notice and opportunity to respond | Document route: 15 days’ prior written reasons, hearing chance 5 days before effect; other fair route possible; mailed notice first class with return receipt (§ 17-19-621(b)-(c)) |
| Rights and records after exit | Corporation keeps class-sorted member/vote record; statutory inspection right addresses a member (§§ 17-19-1601(c), -1602(a)) |
| Dues and prior commitments | Resignation preserves prior obligations; expelled/suspended member may owe earlier dues, assessments, or fees; liability needs consent/acquiescence (§§ 17-19-613, -620(b), -621(e)) |
| Challenge period and remedy | Public/mutual exit challenge, including defective notice, within 1 year after effective date (§ 17-19-621(a), (d)) |
Requirements one by one
Transfer and resignation
Wyoming treats nonprofit types differently. § 17-19-611(b) bars transfer of public benefit and religious corporation memberships or related rights. § 17-19-611(a) lets a mutual benefit corporation's articles or bylaws authorize a transfer. A later restriction on an existing transfer right needs approval by the members and affected member (§ 17-19-611(c)). Under § 17-19-620(a), a member may resign at any time; subsection (b) preserves obligations arising from earlier commitments.
Expulsion, suspension, and termination
For public and mutual benefit corporations, § 17-19-621(a) requires a fair and reasonable procedure carried out in good faith. One route is an articles-or-bylaws procedure with at least fifteen days' prior written notice stating the reasons and an oral or written opportunity to be heard at least five days before the action takes effect by someone empowered to stop it (§ 17-19-621(b)(i)). The alternative is a procedure fair and reasonable under all relevant facts and circumstances (§ 17-19-621(b)(ii)). The cited exit subsection names public and mutual benefit corporations; it does not name religious corporations.
Delivery and challenge
Under § 17-19-621(c), mailed written notice must go by first-class mail with return receipt requested to the last address shown in corporate records. § 17-19-621(d) gives one year from the effective date for a proceeding challenging expulsion, suspension, or termination, including a defective-notice challenge.
What trips people up
§ 17-19-620(b) preserves obligations incurred or commitments made before resignation. § 17-19-621(e) leaves an expelled or suspended member potentially liable for earlier dues, assessments, or fees. § 17-19-613 says a bylaw, article, or resolution authorizing a charge alone does not impose liability without the member's consent or acquiescence.
§ 17-19-610 permits different member classes in articles or bylaws. The corporation keeps a class-sorted member and vote record under § 17-19-1601(c), and § 17-19-1602(a) frames inspection as a member's right. Check the person's status and governing terms following an exit.
Common questions
Must a member use a signed resignation form?
§ 17-19-620(a) permits resignation at any time without specifying a signed form. The corporation's articles and bylaws may explain how it receives and records a resignation.
Can a nonprofit have no members?
Yes. § 17-19-603 says a corporation is not required to have members.
Statutes and sources
- Wyoming Statutes §§ 17-19-603, -610–-613, -620–-621, and -1601–-1602: membership scope, transfer, resignation, fair procedure, notice, continuing obligations, records, and challenge period. Official Wyoming Title 17, accessed 2026-10-03.
Source links
Every statute quoted above, linked, with the date we checked it.
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