Resignation by member and effect thereof

(a) Unless otherwise provided by law, a member may resign from membership at any time by delivering notice in writing or by electronic transmission to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date, although the articles or bylaws may require reasonable notice before the resignation is effective. (b) This Code section shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract, a condition to ownership of land, an obligation arising out of ownership of land, or otherwise, and this Code section shall not diminish any right of the corporation to enforce any such obligation or obtain damages for its breach. (Code 1981, § 14-3-620, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, § 30.) COMMENT This section is based on the Model Act. It sets forth the basic right of a member to resign at any time, unless such resignation is prohibited by some other law. A member who resigns may be liable to the corporation for wrongfully withdrawing in violation of a contractual or other obligation to remain as a member. Under subsection (b), a member who has resigned may remain liable for obligations incurred or commitments made prior to the resignation. 638 14-3-621 14-3-621. Involuntary termination of membership; procedures; statute of limitations for challenging involuntary termination; liability for dues, assessments, or fees. Unless otherwise expressly provided in a corporation’s articles of incorporation or bylaws or, in the case of a corporation in existence before July 1, 1991, by resolution of the directors or members adopted before that date: (1) No member of a corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith; (2) A procedure is fair and reasonable when either: (A) The articles or bylaws set forth a procedure that provides: (i) Not less than 15 days’ prior written notice of the expulsion, suspension, or termination and the reasons therefor; and (ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or (B) It is fair and reasonable taking into consideration all of the relevant facts and circumstances; (3) Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery sent to the last address of the member shown on the corporation’s records; (4) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination; and (5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to or during expulsion or suspension. (Code 1981, § 14-3-621, enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2000, p. 1589, § 3.) Editor’s notes. — Ga. L. 2000, p. 1589, § 16, not codified by the General Assembly, provides that the amendment to this Code section is applicable with respect to notices delivered on or after July 1, 2000. 639 14-3-621 CORPORATIONS & PARTNERSHIPS This section is taken from the Model Act. It departs from prior case law in Georgia holding that sanctions and expulsions are governed solely by the nonprofit corporation’s articles and bylaws. See Bartley v. Augusta Country Club, Inc., 166 Ga. App. 1 (1983). This section does not address the substantive grounds for expulsion or suspension, but imposes a requirement that the procedures followed must be fair and reasonable. Subsection (2)(A) establishes a safe harbor procedure. Subsection (2)(B) clarifies that the safe harbor procedure is not the only fair and reasonable procedure, and that failure to comply with the safe harbor does not mean that the procedure employed was not fair and reasonable under the circumstances. Subsection (4) provides finality by requiring that a proceeding challenging a suspension or termination must be brought within one year after the effective date of the expulsion or suspension. Courts generally have not evaluated the fairness or reasonableness of procedure used by religious corporations to expel or suspend members. See also section 14-3-180 concerning religious corporations.