14-3-621. Expulsion or suspension of members.

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:

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;#

A procedure is fair and reasonable when either:#

1. (A)

   The articles or bylaws set forth a procedure that provides:#

   1. (i)

      Not less than 15 days’ prior written notice of the expulsion, suspension, or termination and the reasons therefor; and#

   2. (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#

2. (B)

   It is fair and reasonable taking into consideration all of the relevant facts and circumstances;#

Any written notice given by mail must be given by first-class or certified mail or statutory overnight delivery, return receipt requested, sent to the last address of the member shown on the corporation’s records;#

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#

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.#