Legislation
SECTION 601
Members
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 6
§ 601. Members.
(a) A corporation shall have one or more classes of members, or, in
the case of a charitable corporation, may have no members, in which case
any such provision for classes of members or for no members shall be set
forth in the certificate of incorporation or the by-laws. Corporations,
joint-stock associations, unincorporated associations and partnerships,
as well as any other person without limitation, may be members, provided
however, that effective July first, two thousand nineteen, no
corporation except a corporation that has no members, shall have a
membership comprised of fewer than three persons. A corporation may have
a corporation, joint-stock association, unincorporated association or
partnership as a sole member, if such corporation, joint-stock
association, unincorporated association or partnership is owned or
controlled by no fewer than three persons.
(b) If the corporation has two or more classes of members, the
designation and characteristics of each class and the qualifications and
rights of, and limitations upon, the members of each class may be set
forth in the certificate of incorporation, the by-laws or, if the
by-laws so provide, a resolution of the board.
(c) If the corporation has members, membership may be effected and
evidenced by:
(1) Signature on the certificate of incorporation.
(2) Designation in the certificate of incorporation or the by-laws.
(3) Membership certificate or card or capital certificate.
(4) Such method, including but not limited to the foregoing, as is
prescribed by the certificate of incorporation or the by-laws.
(d) Membership certificates or cards shall not be transferable. If the
certificate of incorporation or by-laws permits transfer of membership,
upon each such transfer the certificate or card issued to a former
member shall be surrendered, and a new certificate or card shall be
issued to the new member.
(e) Except as otherwise provided in this chapter or the certificate of
incorporation or the by-laws, membership shall be terminated by death,
resignation, expulsion, expiration of a term of membership or
dissolution and liquidation under articles 10 and 11.
(a) A corporation shall have one or more classes of members, or, in
the case of a charitable corporation, may have no members, in which case
any such provision for classes of members or for no members shall be set
forth in the certificate of incorporation or the by-laws. Corporations,
joint-stock associations, unincorporated associations and partnerships,
as well as any other person without limitation, may be members, provided
however, that effective July first, two thousand nineteen, no
corporation except a corporation that has no members, shall have a
membership comprised of fewer than three persons. A corporation may have
a corporation, joint-stock association, unincorporated association or
partnership as a sole member, if such corporation, joint-stock
association, unincorporated association or partnership is owned or
controlled by no fewer than three persons.
(b) If the corporation has two or more classes of members, the
designation and characteristics of each class and the qualifications and
rights of, and limitations upon, the members of each class may be set
forth in the certificate of incorporation, the by-laws or, if the
by-laws so provide, a resolution of the board.
(c) If the corporation has members, membership may be effected and
evidenced by:
(1) Signature on the certificate of incorporation.
(2) Designation in the certificate of incorporation or the by-laws.
(3) Membership certificate or card or capital certificate.
(4) Such method, including but not limited to the foregoing, as is
prescribed by the certificate of incorporation or the by-laws.
(d) Membership certificates or cards shall not be transferable. If the
certificate of incorporation or by-laws permits transfer of membership,
upon each such transfer the certificate or card issued to a former
member shall be surrendered, and a new certificate or card shall be
issued to the new member.
(e) Except as otherwise provided in this chapter or the certificate of
incorporation or the by-laws, membership shall be terminated by death,
resignation, expulsion, expiration of a term of membership or
dissolution and liquidation under articles 10 and 11.