Nonprofit Corporation Articles Amendment Approval and Filing by State
How does an ordinary domestic nonprofit or nonstock corporation approve and file an amendment to its articles, and when does the amendment take effect?
Jurisdictions
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Every entry, oldest check October 1, 2026
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What this survey covers
This survey compares state-law approval and filing of an amendment to an ordinary domestic nonprofit corporation's articles or certificate. It follows the proposal, member and group votes, filed instrument, and effective time. Bylaw changes and federal tax exemption have separate rules.
Why the columns stay separate
Florida's § 617.1002(4) permits a member-initiated route despite the usual board proposal. Texas §§ 22.105-22.106 distinguish the ordinary board-led vote from corporations managed by members. Wyoming § 17-19-1003(a)(i) makes corporate type relevant to board approval. Virginia § 13.1-885(A) changes its no-voting-member threshold on January 1, 2027. These differences affect distinct steps in the amendment process.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
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| State | Governing act and amendment power | Board proposal and recommendation | Member approval and vote | Class, group, or other approval | No-member and board-only routes | Notice and nonmeeting approval | Amendment filing contents | Signer, filing office, and fee | Effective time and restatement |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-10-01 | Chapter 10A-3A; may add or change currently permitted certificate terms or delete terms no longer required (§ 10A-3A-9.01(a)) |
Board first adopts membership-corporation amendment and recommends member approval, unless conflict or special circumstance is explained (§ 10A-3A-9.03(a)–(b)) |
After admission: voting members approve at meeting with quorum of majority of votes entitled; default favorable votes exceed opposing votes (§§ 10A-3A-9.03(e), -7.24(c)) |
Affected classes or subsets may vote separately; similarly affected classes vote together; certificate may require specified person’s written approval (§§ 10A-3A-9.04, -9.30) |
Before first admission, board or, if none, incorporators; nonmembership corporation, board or initial incorporators; five narrow board-only amendments after admission (§§ 10A-3A-9.02–9.05) |
Meeting notice states amendment purpose and supplies its text; member written consents allowed by default, with postaction notice if nonunanimous (§§ 10A-3A-9.03(d), -7.04) |
Certificate states name, amendment text, adoption date, adoption-route statement, entity ID and any membership-exchange implementation (§ 10A-3A-9.06(a)) |
Authorized officer ordinarily signs; deliver to Secretary of State; $100 amendment or restatement fee (§§ 10A-3A-1.04(a)(2), -9.06(a); 10A-1-4.31(a)(1)b) |
Effective on actual receipt unless delayed, at most 90 days; restatement with new amendment uses the applicable amendment approvals (§§ 10A-3A-9.06(b), -9.07(b), -9.10(a); 10A-1-4.11–4.12) |
| Alaska verified 2026-10-02 | Alaska Nonprofit Corporation Act; changes lawful in original articles (Alaska Stat. § 10.20.171) |
Board adopts resolution and submits proposal to voting members (Alaska Stat. § 10.20.176(b)) |
At least two-thirds of votes voting members present or by proxy may cast; greater governing-document vote may apply (Alaska Stat. §§ 10.20.176(b), .071(e)) |
Articles/bylaws may define class voting rights and greater vote; check them (Alaska Stat. § 10.20.071(a),(e)) |
No members or no voting members: majority of directors in office at board meeting (Alaska Stat. § 10.20.176(c)) |
Notice includes amendment or summary; default 10–50 days; unanimous written member or director consent (Alaska Stat. §§ 10.20.176(b), .066, .695) |
Name and amendment; meeting/quorum/two-thirds vote, unanimous consent, or board-adoption statement (Alaska Stat. § 10.20.181) |
President or vice president and secretary or assistant secretary sign duplicates; commissioner filing; $25 (Alaska Stat. §§ 10.20.181, .186; 3 AAC 16.050(c)) |
Effective on certificate issuance; restatement integrates articles as previously amended (Alaska Stat. §§ 10.20.191, .196, .211) |
| Arizona verified 2026-10-01 | Arizona Nonprofit Corporation Act; add/change a required or permitted article provision or delete one not required when amendment takes effect (§ 10-11001(A)). |
Board may propose and normally recommends or explains conflict/special circumstances; articles may authorize member-initiated proposals with stated procedures (§ 10-11003(A)(1)–(3),(B)(1)). |
At a meeting: two-thirds of votes cast or majority of voting power, whichever is less; greater vote may be required by act, articles, or proposer’s condition (§ 10-11003(A)(5),(B)(4)). |
Class vote if articles/bylaws provide; terminating members or canceling memberships needs two-thirds of votes cast by each class; articles may require a specified other person’s written approval (§§ 10-11004, 10-11031(B), 10-11030). |
Board adopts if no members or no members entitled to vote; with voting members, board alone may make listed limited amendments unless articles provide otherwise (§ 10-11002). |
Member meeting notice 10–60 days ahead, stating amendment purpose with copy/summary; written member consent may substitute, generally by at least majority voting power unless another threshold applies (§§ 10-11003(A)(4), 10-3705(A), 10-3704(A)). |
Name, text of each amendment, adoption date, and statement of member/board adoption and any required third-person approval; publication or Commission database entry within 60 days after approval (§ 10-11006). |
Board presiding officer, president, or another officer executes; deliver to Arizona Corporation Commission; $25 amendment fee, also $25 for restatement with amendment (§§ 10-3120(F),(I), 10-3122(A)(8)–(9)). |
Effective on delivery for filing if accepted; specified later time/date up to 90 days after delivery; restatement with new amendment follows applicable approval and filing rules (§§ 10-3123, 10-11007). |
| Arkansas verified 2026-10-01 | 1993 Arkansas Nonprofit Corporation Act; may add/change permitted articles terms or delete nonrequired ones; pre-1994 corporations may remain under earlier law (§§ 4-33-1001, 4-33-1701) |
Public benefit/religious board approval usually required, except director-structure changes; board or members may seek member approval and set a higher condition (§ 4-33-1003) |
Lesser of two-thirds of votes cast or majority of voting power, unless act, documents, board, or members require more (§ 4-33-1003(a)-(c)) |
Public/mutual benefit classes vote for specified affected rights; religious class vote if documents provide; articles may require specified person’s written approval (§§ 4-33-1004, 4-33-1030) |
Without members, incorporators before directors chosen, then majority of directors in office; narrow board-only amendments without member approval (§ 4-33-1002) |
Member meeting or consent/ballot solicitation includes copy or summary; written consent needs at least 80% voting power; written ballot follows quorum and approval rules (§§ 4-33-1003(d)-(e), 4-33-704, 4-33-708) |
Corporate name, amendment text and adoption date, member/no-member approval details with class vote counts, and any required outside approval (§ 4-33-1005) |
Board presiding officer, president, other officer, or eligible incorporator signs for Secretary of State filing; $45 online/$50 paper on agency nonprofit table (§ 4-33-120; SOS table) |
Effective on filing or specified later time, no later than 90 days; delayed date without time means close of business; amended restatement follows member/third-person approval (§§ 4-33-123, 4-33-1006) |
| California verified 2026-10-01 | Public-benefit, mutual-benefit, and religious nonprofit laws; lawful article changes under §§ 5810, 7810, 9620 |
Board approval ordinarily required; members or designated other person may approve before or after board; no amendment-specific board recommendation (§§ 5032, 5812(a), 7812(a), 9620) |
Member approval ordinarily required: majority of votes represented and voting with quorum, also majority of required quorum; greater applicable vote controls (§§ 5034, 5512, 7512, 9412) |
Affected class vote: public-benefit/religious, different material voting or transfer harm; mutual-benefit, broader six triggers. Articles may require another person or higher protected vote (§§ 5812(c), 5813, 7812(c), 7813, 9620) |
Board alone when no members, for deleting specified initial particulars, certain old-duration and transitional amendments; pre-board/no-member incorporators may sign (§§ 5811-5812, 7811-7812, 9620) |
Public/mutual meeting notice 10–90 days (20 minimum for certain mail), proposal nature for nonunanimous amendment; religious notice by board with proposal rule; statutory written ballots available (§§ 5511, 5513, 7511, 7513, 9411, 9413) |
Certificate states amendment wording and board, member, outside-person approval or board-only basis; incorporator certificate gives eligibility facts; membership change effect stated (§§ 5814-5816, 7814-7816, 9620) |
File certificate with Secretary of State; officers’ certificate signed and verified by designated two offices, or majority of eligible incorporators; $30 default instrument fee (§§ 5062, 5814-5815, 7814-7815; Gov. Code § 12186(p)) |
Articles change on certificate filing; delayed effectiveness up to 90 days after filing; restatement containing amendment follows ordinary approval and certificate rules (§§ 110(c), 5817, 5819, 7817, 7819, 9620) |
| Colorado verified 2026-10-01 | Colorado Revised Nonprofit Corporation Act, tit. 7 arts. 121–137; add/change a required or permitted article or delete one not required at effectiveness (§ 7-130-101). |
Board or members with at least 10% of entitled votes may propose; board recommends a board proposal unless conflict or special circumstances justify no recommendation (§ 7-130-103(1)–(2)). |
Each required group: 25% default quorum and more votes for than against; greater vote may be set by act, bylaws, or proposing board/members (§§ 7-130-103(5), 7-127-205). |
Affected classes vote separately for specified rights or membership changes; articles may require another person’s written approval (§§ 7-130-104, 7-130-301). |
No members, voting members, or admitted members: majority of incorporators before directors, then directors in office; listed narrow board amendments need no member vote (§ 7-130-102). |
Meeting notice supplies amendment copy/summary or general nature; written-consent solicitation supplies copy/summary; ordinary consent requires unanimity unless bylaws vary (§§ 7-130-103(4),(6), 7-127-107(1)). |
Domestic entity name and text of each amendment; general filing rule also calls for the enabling section and filer name/address (§§ 7-130-105, 7-90-301(6),(8)). |
Deliver to Secretary of State; signature is not a filing condition, but identify an individual causing delivery; $25 online amendment fee, no paper option in current SOS schedule (§§ 7-90-301, 7-130-105). |
Effective on filing or stated later time, capped at 90 days; amended restatement follows amendment approval and costs $25 online (§§ 7-90-304, 7-130-106). |
| Connecticut verified 2026-10-01 | Connecticut Revised Nonstock Corporation Act; add/change permitted certificate terms or delete nonrequired terms (§ 33-1140(a)) |
Board adopts proposal, submits to voting members, and recommends approval or explains conflict/special circumstance (§ 33-1142(a)-(b)) |
At least two-thirds of votes cast by members entitled to vote, unless Act, certificate, or board requires more (§ 33-1142(c), (e)(1)) |
If a class votes separately, at least two-thirds of votes cast in each class; certificate may set greater vote (§§ 33-1142(e)(2), 33-1076) |
No voting members: two-thirds of directors present at board quorum; before directors, two-thirds of incorporators; narrow board-only changes (§§ 33-1142(f), 33-1143, 33-1141) |
Meeting notice includes amendment copy; general member notice 10–60 days; unanimous written consent, or ballot if certificate/bylaws allow (§§ 33-1142(d), 33-1065(a), 33-1064) |
Corporate name, amendment text, adoption date, and statement of due board/incorporator or member approval (§ 33-1144) |
Chair, president, other officer, or applicable incorporator signs; file with Secretary of the State; $20 amendment fee (§§ 33-1004(f), (i), 33-1013(a)(6)) |
Effective at filing or stated time; later effective date/time permitted; amended restatement uses ordinary amendment approval (§§ 33-1006, 33-1145(b)) |
| Delaware verified 2026-10-02 | Delaware General Corporation Law; lawful changes to a nonstock certificate (8 Del. C. §§ 114, 242(a)) |
Governing body resolves and declares amendment advisable; majority of all body members (8 Del. C. § 242(b)(3)) |
Only if certificate requires it; use its specified member number or percentage (8 Del. C. § 242(b)(3)) |
Certificate may require specified class-member approval; greater charter vote protected (8 Del. C. § 242(b)(3)–(4)) |
Before any members: majority of incorporators or governing body; after members: governing body alone unless charter requires member vote (8 Del. C. §§ 241(b)–(c), 242(b)(3)) |
If charter requires member vote, notice gives amendment or summary; member consent allowed unless charter bars it (8 Del. C. §§ 242(b)(1),(3), 228(b)) |
Certificate sets out amendment and certifies due adoption; pre-member certificate also certifies no members (8 Del. C. §§ 241(b), 242(b)(3)) |
Authorized officer signs; Secretary of State filing; exempt fee varies—confirm with Division (8 Del. C. § 103(a),(c); agency fee schedule) |
On filing or stated later time by the ninetieth day; amending restatement follows amendment vote and filing rules (8 Del. C. §§ 103(d), 245) |
| District of Columbia verified 2026-10-02 | D.C. Nonprofit Corporation Act; add/change permitted article terms, delete nonrequired terms (D.C. Code § 29-408.01) |
Board adopts and recommends, or explains conflict; voting members may propose at 10% unless documents vary it (D.C. Code § 29-408.03(a)) |
Voting members approve; quorum majority of eligible votes, then votes for exceed against unless greater requirement (D.C. Code §§ 29-408.03(a)(7), 29-405.24) |
Affected classes may vote separately; designated body or appointing/designated director approvals may apply (D.C. Code §§ 29-408.03–.05) |
Nonmembership board adopts, subject to other approval rights; before memberships issue, board or incorporators may amend (D.C. Code §§ 29-408.02, .05) |
Meeting notice includes amendment copy; default 10–60 days; unanimous member consent or meeting-equivalent ballot (D.C. Code §§ 29-408.03(a)(6), 29-405.04–.05, .09) |
Name, text, adoption date, implementation terms if needed, and adoption/approval statement (D.C. Code § 29-408.06) |
Authorized signer states name and capacity; file with Mayor; $80 amendment fee (D.C. Code §§ 29-102.01, 29-408.06; DLCP fee schedule) |
On filing or permitted later time within 90 days; amending restatement follows member/group votes and supersedes prior articles (D.C. Code §§ 29-102.03, 29-408.07) |
| Florida verified 2026-10-01 | Chapter 617; add or change required/permitted article provisions or delete nonrequired provisions (§ 617.1001). |
Board first adopts proposal and recommends approval, unless conflict or special circumstances justify no recommendation; voting members may act directly at noticed meeting (§ 617.1002(1), (4)). |
Voting members approve at meeting with required quorum; articles, chapter, or board may require greater vote/quorum; articles/bylaws govern member voting mechanics (§§ 617.1002(1)(f), 617.0701(1)). |
Changing quorum or vote rules meets greater existing/proposed group standard; in no-voting-member route, persons appointing directors approve changes to their appointment provision (§§ 617.0725, 617.1002(2)). |
With no voting members: majority of directors then in office at meeting, or incorporators before board election. Board alone may make specified historical-data, duration, and limited name edits (§ 617.1002(2)-(3)). |
Meeting notice states amendment purpose and includes copy; member-initiated meeting notice describes changes. Written member consent is possible with requisite votes and 90-day signature window (§§ 617.1002(1)(e), (4), 617.0701(4)). |
Corporate name, amendment text, adoption date, any membership-exchange implementation, and applicable adoption/approval certification (§ 617.1006(1)). |
Director or officer normally signs; deliver to Department of State with $35 amendment fee; restatement with amendment also $35 (§§ 617.01201(6), 617.0122(8)-(9)). |
Effective on filing acceptance unless a permitted later date/time is stated, capped at 90 days after filing; amendment in restatement follows § 617.1002 approval (§§ 617.0123(1), 617.1007(2)). |
| Georgia verified 2026-10-01 | Georgia Nonprofit Corporation Code; add/change a required or permitted article provision or delete one no longer required (§ 14-3-1001(a)). |
Board recommends a member-voted amendment unless conflict or special circumstances cause it to explain no recommendation; board may condition submission (§ 14-3-1003(2)(A), (4)). |
Voting members: two-thirds of votes cast or majority of voting power, whichever less; chapter, articles, bylaws, members or board may require more (§ 14-3-1003(2)(B), (3)-(4)). |
Separate affected-class vote for unequal voting-right change or class split; default two-thirds class votes cast or majority class voting power, whichever less. Required specified-person approval is written (§§ 14-3-1004, 14-3-1030). |
If no voting members, incorporators before directors chosen, then board, adopt; board alone may make listed changes including name change unless articles say otherwise (§§ 14-3-1002, -1003(1)). |
Written meeting notice includes amendment copy/summary; generally 10–60 days before meeting, or 30–60 by slower mail. Written/electronic ballot and consent routes available subject to governing-document limits (§§ 14-3-1003(5)-(6), 14-3-704(c), 14-3-707, 14-3-708). |
File name, complete amendment text, adoption date, member or board/incorporator approval certification, and any required outside-person approval statement; name change needs publication undertaking (§§ 14-3-1005, 14-3-1005.1(a)). |
Officer, pre-director incorporator, or court-appointed fiduciary executes; deliver to Secretary of State with $20 residual document filing fee. Name-change publication request carries $40 payment to newspaper (§§ 14-3-120(f)-(h), 14-3-122(13), 14-3-1005.1(b)). |
Effective on filing, later stated filing-day time, or delayed date/time within 90 days; substantive restatement follows required amendment approvals and files restated text and certification (§§ 14-3-123, 14-3-1006). |
| Hawaii verified 2026-10-01 | Hawaii Nonprofit Corporations Act; add/change permitted articles terms or delete nonrequired ones (§ 414D-181) |
Board resolution sets amendment and submits it to voting members at a meeting (§ 414D-182(a)(1)) |
At least two-thirds of votes members present or represented by proxy are entitled to cast (§ 414D-182(a)(1)) |
Class voting where chapter/articles/bylaws require; filed class vote figures; specified person's written approval may be required (§§ 414D-112, -183, -188) |
No voting members: majority of directors in office at board meeting; member-vote route requires board resolution (§ 414D-182(a)) |
Proposal or summary in member notice; consent needs 80% voting power; no-member board vote gets seven-day notice (§§ 414D-182, -104–105, -145(c)) |
Name, text and date, approval statement, separate-class voting figures, and outside approval statement if required (§ 414D-183) |
Presiding board officer, president or other officer signs; department director; $10 filing, optional $25 special review (§§ 414D-3, -5) |
Effective on filing or stated later time that day; amended restatement follows amendment approval and filing rules (§§ 414D-6, -184) |
| Idaho verified 2026-10-01 | Idaho Nonprofit Corporation Act; add/change permitted articles terms or delete nonrequired ones (§ 30-30-701) |
Board approval except director-structure changes; board or members may seek member vote and condition adoption (§ 30-30-703) |
Lesser of two-thirds votes cast or majority voting power, subject to greater act/document/actor condition (§ 30-30-703(1)-(3)) |
Affected classes vote separately; religious class only if documents provide; articles may require specified person’s written approval (§§ 30-30-704, -801) |
No members: incorporators until directors chosen, then majority of directors in office; narrow board-only changes (§ 30-30-702) |
Meeting or consent/ballot solicitation includes amendment copy/summary; consent generally needs 80% voting power and notice to nonsigners (§§ 30-30-703(4)-(5), -504) |
Name, adopted text/date, member/no-member approval statement, class vote figures, and any outside approval (§ 30-30-705) |
Board presiding officer, president or other officer signs; Secretary of State; $30 fee, possible $20 manual-entry surcharge (§§ 30-30-102, 30-21-214) |
Effective on filing or specified later time, delayed date at most 90 days where permitted; amended restatement follows member/other approval (§§ 30-21-203, 30-30-706) |
| Illinois verified 2026-10-01 | 805 ILCS 105 Art. 10; may add, change or remove provisions permitted in original articles, with stated required-content exceptions (§ 110.05). |
For voting-member corporation, board resolves proposed text and submits it to members (§ 110.20(a)). |
At quorate meeting, 2/3 of votes present and voted in person or by proxy; articles/bylaws may vary, floor majority of votes cast (§§ 110.20(c)-(d), 107.60). |
If a class has a class vote, 2/3 of that class's votes present and voted; articles/bylaws may vary down to majority (§ 110.20(c)-(d)). |
No members or no members entitled to vote: affirmative majority of directors in office; filed instrument states board meeting vote/date or unanimous consent (§§ 110.15, 110.30(a)(3)). |
Amendment text/summary in member meeting notice; ordinary 5-60-day window. Ballot with 5-day open period and advance notice or unanimous written consent unless articles/bylaws vary (§§ 110.20(b), 107.10, 107.15). |
Corporate name, full amendment text, meeting/consent adoption statement; restatement history/current office and agent, later effective date where chosen (§ 110.30). |
Executed duplicate articles to Secretary of State; ordinary officer signs, with statutory fallback signers. $25 amendment fee; $100 restatement (§§ 101.10, 110.30, 115.10(b)). |
Effective on Secretary filing or later specified time within 30 days; restated articles supersede earlier articles upon effectiveness (§ 110.35(a), (c)). |
| Indiana verified 2026-10-01 | Indiana Nonprofit Corporation Act, IC 23-17; add/change a required or permitted article provision or delete one no longer required (§ 23-17-17-3). |
Board approves and ordinarily initiates; articles may alter initiation, and board may condition adoption on a higher member vote (§ 23-17-17-5(a)-(b)). |
Majority of votes cast unless statute, articles, bylaws, or board condition requires more or class voting (§ 23-17-17-5(a)-(b)). |
Affected-class votes vary by nonprofit type; termination/cancellation of a class needs majority cast in each class; articles may require a specified person’s written approval (§§ 23-17-17-1, -2, -6). |
No members: majority of directors in office, or incorporators before directors chosen; board alone may make listed limited changes unless articles vary (§ 23-17-17-4). |
Meeting notice includes amendment purpose and text/summary; solicitation for consent or ballot includes text/summary; consent generally needs 80% of entitled votes (§§ 23-17-17-5(c)-(d), 23-17-10-4). |
Name, incorporation and adoption dates, each amendment, vote/class figures or no-member certification, and required other-person approval (§ 23-17-17-7(a)). |
Authorized signer states name and capacity; deliver to Secretary of State; $20 electronic or $30 other filing (§§ 23-0.5-2-1(a), 23-0.5-9-15). |
Filing time by default; permitted delayed date/time within 90 days; amended restatement follows the amendment vote and costs $20 electronic or $30 otherwise (§§ 23-0.5-2-3, 23-17-17-8–9, 23-0.5-9-16). |
| Iowa verified 2026-10-01 | Iowa Revised Nonprofit Corporation Act; may add/change permitted articles terms or delete nonrequired ones (§ 504.1001) |
Public benefit/religious board approval when amendment does not concern director structure; board or members may seek member approval and condition adoption (§ 504.1003(1)-(4)) |
Lesser of two-thirds votes cast or majority voting power, unless law or governing documents demand more; memberless route separate (§ 504.1003(1)(b)) |
Affected public/mutual classes vote under distinct triggers; religious class only if documents provide; articles may demand third-person written approval (§§ 504.1004, 504.1031) |
Without members, incorporators until directors chosen, then majority of directors in office; narrow board-only changes (§ 504.1002(1)-(2)) |
Meeting notice includes amendment copy/summary; written consent needs 80% voting power, or written ballot may be used if not limited (§§ 504.1003(4)-(5), 504.704, 504.708) |
Name, adopted text/date, applicable member or no-member approval statement, and any third-person approval statement (§ 504.1005) |
Presiding board officer, president, other officer, or eligible incorporator signs; Secretary of State filing; $10 nonprofit amendment fee (§ 504.111(6)-(9); SOS fee table) |
Effective on filing or stated later time/date within 90 days; amended restatement follows amendment approval (§§ 504.114, 504.1006(2)) |
| Kansas verified 2026-10-01 | Kansas general corporation code; nonstock articles may be amended to contain lawful original-articles provisions (§ 17-6602(a)) |
Governing body resolves to propose amendment, declares it advisable, and approves by majority of all its members (§ 17-6602(b)(3)) |
Members vote when articles require approval by a specified number or percentage; article-set higher vote remains protected (§ 17-6602(b)(3)-(4)) |
Articles may require approval by a specified membership class; class voting and rights can be structured in governing documents (§§ 17-6602(b)(3), 17-6002(a)(4)(B)) |
Before any members, majority of incorporators or governing body adopts; after members, governing-body majority ordinarily files without member vote unless articles require one (§§ 17-6601(b)-(c), 17-6602(b)(3)) |
If articles require member vote, submit proposal using applicable stock-amendment procedure and meeting notice; governing body may abandon before filing takes effect (§§ 17-6602(b)(3), (c), 17-6512(b)) |
Certificate sets out amendment and certifies due adoption; pre-member certificate also certifies no members (§§ 17-6601(b), 17-6602(b)(3)) |
Incorporator before initial board; otherwise authorized officer or specified directors sign; file with Secretary of State; paper nonprofit form lists $20 (§§ 17-7908(a), 17-7910(a); BEA) |
Effective on filing or stated later date within 90 days; amended restatement follows amendment procedure and filed restatement rules (§§ 17-7911, 17-6605) |
| Kentucky verified 2026-10-01 | KRS 273.161–.390; articles may be changed in any lawful respect (§ 273.261) |
With voting members, board adopts resolution stating proposed change and directs member vote; ordinary board act uses majority present at quorum (§§ 273.263(1), .217(1), (3)) |
Two-thirds of votes members present or by proxy are entitled to cast, at annual or special meeting (§ 273.263(1)) |
Member or class voting rights can be limited, enlarged, or denied in articles/bylaws; voting members decide under amendment rule (§§ 273.201(1), .263(1)) |
If no members or no members entitled to vote, board meeting vote of majority of directors in office (§ 273.263(2)) |
Proposal or summary in member notice; generally 10–35 days before meeting; filing statute recognizes unanimous written member consent (§§ 273.263(1), .197, .267(3)(b)) |
Corporation name, adopted change, and certification of member meeting vote or unanimous consent, or no-voting-member board vote (§ 273.267) |
Chair, president, other officer, or authorized representative signs; file with Secretary of State; $8 nonprofit amendment fee (§§ 273.267, 14A.2-020(1)(a)) |
Effective at filing or specified later time, no later than 90th day; new amendments may be included in restated articles (§§ 14A.2-070(1)–(2), 273.263(4), .273) |
| Louisiana verified 2026-10-01 | Nonprofit Corporation Law, R.S. 12:201 et seq.; articles may prescribe amendment method; cannot authorize net-asset distribution where previously barred (§ 12:237(A), (G)) |
Follow articles method; default is direct voting-member adoption; board or de facto board calls special meeting if unavailable-member route applies (§ 12:237(A), (B), (E)(1)) |
Absent detailed articles method: two-thirds in interest of voting members present; majority of members is quorum (§ 12:237(B)) |
Under statutory default, adversely affected class or series votes separately, including otherwise nonvoting class; two-thirds in interest present unless articles set at least a majority (§ 12:237(C)) |
Articles-prescribed method controls; statutory fallback describes voting-member meeting, so it does not supply a no-member vote route (§ 12:237(A)–(B)) |
Default meeting: amendment or summary in notice sent at least 30 days before; unanimous written consent of all voting members can replace meeting (§§ 12:237(B), 12:233) |
Amendment text, adoption date and manner, votes for and against by each class or series, plus applicable reclassification recitals (§ 12:238(A)) |
Officer executes in corporate name and acknowledges, or authentic act; file with Secretary of State and record parish copy; $95 amended-articles fee (§§ 12:238(A)–(C), 49:222(B)(2)(a)) |
Filed amendment generally effective upon Secretary of State recording, with 30-day delayed date or five-day acknowledgment relation-back; restatement with new change uses amendment method (§§ 12:238(B), 12:241(A), (C)) |
| Maine verified 2026-10-01 | Maine Nonprofit Corporation Act; amend any permitted articles term, including preorganization incorporator route (§§ 801, 801-A) |
Board resolution submits ordinary amendment to voting members; unanimous written consent bypasses proposal (§ 802(1)(A), (4)) |
Majority of votes members present or represented by proxy are entitled to cast; articles may require greater vote (§ 802(1)(A), (3)) |
Class voting rights set in articles; public-benefit activity-changing amendment requires simultaneous Attorney General notice (§§ 604(1), 802(5)) |
No voting members: majority of directors in office; before organization, one incorporator or two-thirds of multiple incorporators (§§ 802(1)(B), 801-A) |
Written proposal/summary notice; normally 10–50 days under meeting rule; unanimous member consent possible (§§ 802(1)(A), (4), 603, 606) |
Name, amendment text/date, meeting/quorum/vote certification or unanimous consent; no-voting-member board vote statement (§ 803) |
Clerk/secretary or eligible officer signs; Secretary of State; $10 plus $10 if changing purposes (§§ 104, 106, 1401(12)) |
Amendment effective on filing date; amended restatement follows amendment vote and filing, $10 plus purpose-change charge (§§ 804–805, 1401(13)) |
| Massachusetts verified 2026-10-01 | Chapter 180; add or change only what could appear in original articles now, or delete what could be omitted (§ 7). |
Authorization is by the member vote at a duly called meeting; § 7 assigns no separate board-proposal step (§ 7). |
Two-thirds of members entitled to vote on the amendment, at a meeting called for that purpose (§ 7). |
Member-class voting rights come from articles or bylaws; certain purpose changes need state department/officer approval, and certain name changes need secretary approval (§§ 3, 7). |
Without members, two-thirds of directors vote in their place; a corporation unable to comply may petition the state secretary (§§ 3, 7A). |
Meeting called for the amendment; prior notice to members who vote on other matters but not this action, by a means reasonably likely to reach them (§§ 7, 6B). |
Set out the amendment and its due adoption; a restatement includes permitted article text and identifies each new amendment (§§ 7, 156B:72, 156B:74). |
President or vice president plus clerk or assistant clerk sign under penalties of perjury; submit to state secretary; amendment fee set annually (§§ 7, 11C(b), 156B:72). |
Effective on filing after secretary approval and fee, or stated later date within 30 days; restatement with an amendment needs § 7 approval (§§ 7, 156B:6, 72, 74). |
| Michigan verified 2026-10-01 | Michigan Nonprofit Corporation Act; amendment may contain provisions lawful in original articles when made, including listed name, purpose, membership or management changes (§§ 450.2601(1), 450.2602). |
Corporation or member may propose a membership-corporation amendment; members vote. Directorship corporation uses director vote; special board-only changes are listed (§ 450.2611(2)-(4)). |
Membership basis: default majority of votes held by all members entitled to vote; alternate majority of votes cast at meeting if 20-day mail/publication notice is given. Greater act/articles/bylaw requirements prevail (§ 450.2611(3),(5)). |
Adversely affected membership class may vote even if articles deny amendment vote; default class majority of votes held, or alternate meeting-present majority after 20-day notice (§§ 450.2615(1), 450.2611(5)). |
Incorporators may amend before first board meeting; board may amend before memberships issued; directorship corporation adopts by director vote; board can make listed housekeeping changes without member action (§ 450.2611(1)-(3),(5)). |
Amendment notice includes text/summary; normal member meeting notice 10–60 days, but alternate present-vote route needs 20-day mail/publication notice. Unanimous consent always; lesser written consent only if articles allow; ballot only if articles/member-approved bylaws allow (§§ 450.2611(4)-(5), 450.2404, 450.2407, 450.2408). |
File certificate of amendment setting out amended entire article, or only amended section if article has separately identified sections, and certifying statutory adoption; ballot/consent certification adjusts (§§ 450.2631, 450.2407(2)-(3), 450.2408(7)). |
Authorized officer or agent signs, with incorporator/fiduciary alternatives; deliver to state administrator. Statutory certificate fee $10, plus any applicable franchise fee (§§ 450.2131(1), 450.2132(2), 450.3060(1)(c),(2)). |
Effective when endorsed filed or at stated later time within 90 days after delivery; restatement with material amendment follows the applicable vote, filed restatement supersedes prior articles; restatement fee $10 (§§ 450.2131(6), 450.2641(3)-(4), 450.2643(3), 450.3060(1)(l)). |
| Minnesota verified 2026-10-01 | Minnesota Nonprofit Corporation Act, ch. 317A; include/modify required or permitted article provision or omit one not required (§ 317A.131). |
Ordinary amendment needs majority of all directors; member-proposed and approved amendment may force special board meeting within 60 days (§ 317A.133, subd. 2). |
Majority of voting members present and entitled, also majority of required quorum; 10% default quorum; articles/bylaws may require more (§§ 317A.133, subd. 2; .443, subd. 1; .451, subd. 1). |
Articles or bylaws may require approval by a member class; greater director/member votes also permitted (§ 317A.133, subds. 4–5). |
No voting members: majority of incorporators before directors, then majority of all directors; voting members may authorize board amendment power and later revoke it (§ 317A.133, subds. 1, 3). |
Board proposal needs member meeting notice with substance; unanimity for written member action, or ballot with meeting-equivalent quorum/vote unless documents limit it (§§ 317A.133, subd. 2; .445; .447). |
Corporate name, adopted amendment, adoption-under-chapter statement, plus unchanged-text statement for board-only restatement (§ 317A.139). |
Signed document delivered to Secretary of State with $35 filing fee (§§ 317A.011, subd. 8; .151, subd. 1). |
Effective on filing or specified time within 31 days; restatement without change may be board-only, while amended restatement follows applicable approval (§§ 317A.151, subd. 2; .133, subd. 1; .141, subd. 3). |
| Mississippi verified 2026-10-01 | Mississippi Nonprofit Corporation Act; articles may be amended in any lawful respect (§ 79-11-295) |
Board resolution states proposal and directs member vote when voting members exist (§ 79-11-301) |
Lesser of two-thirds of votes cast or majority of voting power (§ 79-11-301) |
Affected membership classes vote separately, including a nonvoting class; same lesser-of-two-thirds-or-majority threshold by class (§ 79-11-303) |
Before members are acquired, incorporators or board may amend; with no voting members, majority of directors in office; narrow board-only changes (§§ 79-11-297, -299, -301) |
Written meeting notice includes amendment or summary; general member consent route needs 80% voting power plus notice to nonsigners and possible 10-day delay (§§ 79-11-301, -203) |
Name, amendment text, adoption date, no-member-action statement or class counts/votes (§ 79-11-305) |
Presiding board officer, president or other officer signs; file with Secretary of State; $50 base fee (§§ 79-11-105, -109) |
Effective on filing or stated time; delayed date at most 90 days; amended restatement follows member approval and filing details (§§ 79-11-111, -307) |
| Missouri verified 2026-10-01 | Chapter 355; add/change a required or permitted article provision or delete one not required at the amendment’s effective date (§ 355.551). |
Members or board may initiate; board approval is required for specified nonchurch public benefit changes, but not its listed board-composition changes (§ 355.561(1)–(3),(6)). |
Two-thirds of votes cast or majority of voting power, whichever is less, subject to a greater vote or class vote (§ 355.561(1)–(3)). |
Affected class votes depend on public/mutual benefit status and church exception; termination of members/classes needs two-thirds cast by each class; articles may require another person’s written approval (§§ 355.566, .611, .606). |
No members: majority of directors in office, or incorporators before directors; limited board-only amendments unless articles vary (§ 355.556). |
Meeting notice states amendment purpose with copy/summary; consent and ballot solicitations likewise; consent needs 80% voting power and notice to nonsigners (§§ 355.561(4)–(5), .246). |
Name, amendment text and adoption date, no-member approval or detailed class vote figures, and required outside approval statement (§ 355.571). |
Presiding board officer, president or another officer signs; deliver with copy and fee to Secretary of State; $5 base fee, possible extra $5 through 2026 (§§ 355.011, .021, .023). |
Effective on filing or stated later date within statutory 90-day limit; amended restatement follows amendment approval and has $5 base fee (§§ 355.026, .576, .021). |
| Montana verified 2026-10-02 | Chapter 2; add/change permitted or required provisions, delete nonrequired ones (§ 35-2-221) |
Board approval for public-benefit/religious corporations except specified director-structure changes; board or members may seek member approval (§ 35-2-223) |
Lesser of two-thirds votes cast or majority voting power; chapter, governing documents, members or board may require more (§ 35-2-223) |
Separate class votes vary by corporation type and affected rights; articles may require written third-person approval (§§ 35-2-224, -232) |
No members: incorporators before directors, then majority of directors in office; limited board-only corrections with members (§ 35-2-222) |
Meeting notice with amendment copy/summary; consent needs 80% voting power, or ballot with meeting-equivalent quorum and vote (§§ 35-2-223, -529, -530, -533) |
Name, amendment text, adoption date, member/class vote data or no-member statement, and required outside approval (§ 35-2-225) |
Officer/presiding board officer signs and delivers to Secretary of State; $15 agency corporation amendment fee (§§ 35-2-119, -1003) |
Filing time or specified time; delayed date no more than 90 days; amendment-bearing restatement follows member/other approval (§§ 35-2-121, -226) |
| Nebraska verified 2026-10-01 | Nebraska Nonprofit Corporation Act; add/change permitted articles terms or delete nonrequired ones (§ 21-19,105) |
Public benefit/religious board approval except director-structure changes; board or members may seek member approval and condition adoption (§ 21-19,107) |
Lesser of two-thirds votes cast or majority voting power, subject to greater act/document/actor condition (§ 21-19,107(a)-(c)) |
Public/mutual class votes follow affected-rights triggers; religious class vote if documents require; articles may require specified person’s written approval (§§ 21-19,108, -116) |
Without members, incorporators until directors chosen, then majority of directors in office; narrow board-only changes (§ 21-19,106) |
Meeting or consent/ballot solicitation includes amendment copy/summary; written consent needs 80% voting power and notice to nonsigners (§§ 21-19,107(d)-(e), 21-1954) |
Name, adopted text/date, member/no-member approval statement, class voting figures, and required outside approval (§ 21-19,109) |
Officer or eligible incorporator signs; deliver with copy to Secretary of State; $30 written/$25 electronic filing (§§ 21-1903, 21-1905(a)(11)) |
Effective at filing or stated later date within 90 days; amended restatement follows member/third-person approval (§§ 21-1906, 21-19,110) |
| Nevada verified 2026-10-01 | NRS chapter 82; may change powers, purposes, name, or other lawful articles terms (§ 82.351) |
Board adopts a resolution setting out and approving the amendment; calls a member meeting if voting members exist (§ 82.356(1)(a)) |
Majority of a quorum of member voting power, or greater articles/class threshold; default quorum is 10% of member voting power (§§ 82.356(1)(b), 82.291) |
Separate majority-of-quorum vote of each adversely affected class, despite voting restrictions; each articles-designated public official or other person also approves (§ 82.356(1), (3)) |
Before first directors meeting with no members, majority of incorporators; afterward, board approval without a member vote if no members may vote (§§ 82.346(1), 82.356(1)) |
Notice to each voting member for meeting; general member written consent requires at least majority of all voting power or higher required vote; written ballot route available (§§ 82.356(1)(b), 82.276, 82.326) |
Officer certificate sets out amendment or amended articles, required outside approvals, and directors’ and members’ votes; pre-board certificate states incorporator and no-member facts (§§ 82.356(1)(c), 82.346(1)) |
Officer signs and files with Secretary of State; early incorporator route signed by majority of incorporators; amendment filing fee $50 (§§ 82.356(1)(c)-(d), 82.346(1), 82.531(1)) |
Effective on filing or stated later time within 90 days; date without time means 12:01 a.m. Pacific; amended restatement uses amendment approvals and identifies altered provisions (§§ 82.356(2), 82.371(1), (5)) |
| New Hampshire verified 2026-10-01 | RSA Chapter 292; name, stock/membership certificates, restatement or other articles amendment (§§ 292:2, :7) |
Majority board/trustee vote at meeting duly called for amendment; no separate recommendation step in § 292:7 |
§ 292:7 specifies majority board/trustee vote for articles amendment; member voting rights depend on articles/bylaws (§§ 292:6-b, :7) |
Member classes and vote rights set by articles/bylaws; § 292:7 names board vote, not an automatic class vote (§§ 292:6-b, :7) |
Same § 292:7 majority board/trustee meeting vote; Chapter 292 permits corporations with no members (§§ 292:6-b, :7) |
Board/trustee meeting duly called for amendment; § 292:7 does not specify member notice or a consent alternative |
Certified copy of the board/trustee vote is recorded; § 292:7 does not itemize an articles-of-amendment form |
Certified vote recorded with Secretary of State ($25) and principal-place town/city clerk ($5); $2 state electronic-fee handling (§§ 292:5, :7; 5:10-a) |
§ 292:7 ties amendment and restatement to meeting vote and both recordings; no delayed-date option stated there |
| New Jersey verified 2026-10-01 | New Jersey Nonprofit Corporation Act; amend certificate in any way lawful for original certificate at amendment time, including name, purposes, membership or trustee provisions (§ 15A:9-1). |
Board approves proposed amendment and directs member-meeting vote; preorganization incorporators and no-voting-member trustees have separate routes (§ 15A:9-2(a),(c)-(d)). |
Two-thirds of votes cast by members entitled to vote; greater or permitted lesser threshold may apply, but lesser cannot fall below majority of votes cast (§§ 15A:9-2(d)(3), 15A:5-12). |
Adversely affected class votes separately even without ordinary voting rights; two-thirds of votes cast in each required class vote, subject to permitted threshold variation (§§ 15A:9-3, 15A:9-2(d)(3), 15A:5-12). |
Before board organization, incorporators may amend unanimously; with no voting members, two-thirds of trustees present at purpose-called meeting approve unless higher articles/bylaws vote (§§ 15A:9-2(a),(c), 15A:9-4(a)). |
Member meeting notice includes amendment or summary and normally arrives 10–60 days before; unanimous written consent, or minimum-vote written consent with advance notice and 10-day wait, unless governing documents vary (§§ 15A:9-2(d)(2), 15A:5-4, 15A:5-6). |
Certificate states name, amendment, membership status, adoption date, applicable trustee/member/class vote totals or unanimous consent, and delayed effective date if any; file original and copy (§ 15A:9-4). |
Chair, president or vice-president executes; all incorporators sign preorganization route; file with Secretary of State and $75 statutory fee; filing copy goes to Attorney General (§§ 15A:1-7, 15A:9-4, 15A:15-1). |
Effective on filing or stated later time within 30 days; substantive restatement follows amendment approval, supersedes prior certificate, and carries $75 fee (§§ 15A:9-4(c), 15A:9-5, 15A:15-1(b)). |
| New Mexico verified 2026-10-01 | New Mexico Nonprofit Corporation Act; articles may change in any lawful respect (§ 53-8-35) |
Board resolution sets proposed amendment and directs member vote when voting members exist (§ 53-8-36(A)(1)) |
At least two-thirds of votes held by voting members present or represented by proxy (§ 53-8-36(A)(1)) |
Class designations and voting rights are set in articles or bylaws; amendment goes to members entitled to vote (§§ 53-8-11, 53-8-36(A)(1)) |
No members or no voting members: majority of directors in office at board meeting (§ 53-8-36(A)(2)) |
Written notice includes proposal or summary, generally 10–50 days before meeting; unanimous member written consent may replace meeting (§§ 53-8-36, 53-8-14, 53-8-97) |
Corporate and proposed operating names, adopted amendment, member meeting/quorum/vote or unanimous-consent statement, or no-voting-member board statement (§ 53-8-37) |
Two authorized officers sign; deliver original and copy to Secretary of State; $20 amendment/certificate fee (§§ 53-8-37, 53-8-38(A), 53-8-85(B)) |
Effective on delivery absent disapproval, or stated later date within 30 days; board-majority restatement of already amended text effective on certificate issuance (§§ 53-8-38(C), 53-8-39) |
| New York verified 2026-10-01 | N-PCL art. 8; certificate may add lawful original-certificate provisions, including purpose/vote changes; duration cannot be reduced (§ 801). |
Voting members authorize ordinary amendments directly; board may authorize listed office, process-address, agent, and email changes (§ 802(a), (c)). |
Majority of votes cast by entitled members at meeting, with affirmative votes at least equal to quorum; higher document rule may govern (§§ 802(a)(1), 613(c), 615). |
Affected class votes if voting rights are excluded/limited; document class votes and required governmental/person consent also apply (§§ 802(b), 616, 804(a)). |
No voting members: majority of entire board; board may authorize four listed administrative changes even with voting members (§§ 802(a)(2), (c), 102(6-a)). |
Meeting notice under § 605; special notice states purpose. Unanimous written/electronic member consent generally permitted; certificate may allow fewer (§ 614). |
Certificate states name/history, formation law, corporation status, full amendment text, authorization manner, and service-of-process designation/address (§ 803(a)). |
Officer, director, attorney-in-fact, or authorized person signs; deliver to Department of State with $30 amendment fee (§§ 104(d), 104-A(f), 803(a)). |
Filing generally sets effectiveness; restatement with amendments follows § 802 approval and supersedes earlier certificate on filing; $30 restatement fee (§§ 104(f), 805, 104-A(h)). |
| North Carolina verified 2026-10-01 | North Carolina Nonprofit Corporation Act; add/change a required or permitted article provision, or delete one not required at amendment's effective date (§ 55A-10-01(a)). |
Board approval or written approval by members holding the § 55A-7-02(a)(2) special-meeting threshold precedes member vote; board/member may set a higher vote or condition (§§ 55A-10-03(a)(1), (b)-(c), 55A-7-02(a)(2)). |
Members entitled to vote approve by two-thirds of votes cast or a majority of votes entitled to be cast, whichever less; statute, articles, bylaws, members, or board may require more (§ 55A-10-03(a)-(c)). |
Charitable/religious class vote for disparate voting-right effect; other nonprofits have broader affected-class triggers. Class split requires votes of resulting classes; default class vote is two-thirds cast or majority entitled, whichever less. Specified-person written approval may apply (§§ 55A-10-04, 55A-10-30). |
Without voting members, incorporators act before directors are chosen, then board by majority of directors in office after five-day meeting notice. Board may make listed housekeeping changes without members unless articles say otherwise (§ 55A-10-02). |
Meeting notice includes amendment text/summary; ordinarily 10–60 days, or 30–60 by slower mail. Unanimous written member consent or a quorum-satisfying written/electronic ballot is available under §§ 55A-7-04 and 55A-7-08 (§§ 55A-10-03(d)-(e), 55A-7-05). |
File name, each amendment's text and adoption date, adoption certification, brief explanation if no member vote, and any required outside approval statement (§ 55A-10-05). |
Presiding board officer, president, other officer, pre-director incorporator, or court-appointed fiduciary executes and delivers to Secretary of State; $25 amendment filing fee (§§ 55A-1-20, 55D-10, 55A-1-22(a)(10)). |
Effective when filed, at a later filing-day time, or a delayed date/time within 90 days; substantive restatement follows member/person approval and files restated text/certifications, $25 fee (§§ 55D-13, 55A-10-06, 55A-1-22(a)(12)). |
| North Dakota verified 2026-10-02 | Chapter 10-33; add or change permitted article provisions, omit nonrequired ones (N.D.C.C. § 10-33-14) |
Majority of all directors approves; members may propose and demand special board review within fifty days (N.D.C.C. § 10-33-15(2)) |
Voting members also approve; greater of majority present or majority of minimum-quorum voting power (N.D.C.C. §§ 10-33-15(2), 10-33-72) |
Articles or bylaws may require class-member approval or greater board/member vote (N.D.C.C. § 10-33-15(4)–(5)) |
No voting members: majority directors; narrow majority-incorporator route; member delegation permits later board-only amendments (N.D.C.C. § 10-33-15(1),(3)) |
Notice includes substance; ordinary member notice at least five and at most fifty days; unanimous consent or limited charter-authorized written action and ballots (N.D.C.C. §§ 10-33-15, -68, -73–-74) |
Name, adopted text, adoption date, due-adoption statement; supersession statement for full restatement (N.D.C.C. § 10-33-16) |
Authorized signer; original filed with Secretary of State; $20 amendment, $30 restatement (N.D.C.C. §§ 10-33-01(34), -18, -140) |
On Secretary acceptance or stated time within thirty days; amending restatement supersedes prior articles (N.D.C.C. §§ 10-33-16–-19) |
| Ohio verified 2026-10-01 | Ohio Rev. Code § 1702.38; articles may change lawful original-article provisions, but a public benefit corporation cannot amend away that status (§ 1702.38(A)-(B)). |
Voting members adopt at a meeting held for amendment; initial incorporators have a limited pre-director route; directors may consolidate existing text (§ 1702.38(C), (E)). |
Majority of voting members present at quorate purpose-held meeting; articles/regulations may set greater or lesser proportion or number (§ 1702.38(C)(2)). |
Affirmative vote of any particular class required by articles or regulations (§ 1702.38(C)(2)). |
If no initial directors named, incorporators may amend before voting-member meeting and electing directors; directors may consolidate existing amendments (§ 1702.38(C)(1), (E)). |
Special-meeting notice states purpose; enacted § 1702.18 says 'not less than ten or not more than sixty days.' All eligible members may approve in signed writings unless prohibited (§§ 1702.18, .25(A)). |
File certificate with adoption-resolution copy, manner of adoption, and director-action basis if applicable; amended articles carry supersession statement (§ 1702.38(F)-(G)). |
Authorized officer signs Secretary of State certificate; no-stock corporation fee $50. Certified name/office amendment copy may be county-recorded (§§ 1702.38(G)-(H), 111.16(B)(1)). |
Articles change when certificate filed; voting members may adopt amended articles by amendment vote, directors may consolidate; amended articles supersede prior text (§ 1702.38(D)-(G)). |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act; certificate may be amended to include lawful original-certificate terms (§§ 1004.1, 1076(A), 1077(A)(1)) |
After members exist, governing body adopts a resolution stating the amendment and its advisability; majority of all governing-body members approves (§ 1077(B)(3)) |
Member vote applies when the certificate requires a specified number or percentage; meeting default is majority present at a one-third quorum, subject to governing documents and higher requirements (§§ 1077(B)(3), 1060(C)) |
Certificate may require approval by a specified member class; separate-class meeting default is majority present at a class quorum; protected higher-vote term needs the greater vote to change (§§ 1077(B)(3)-(4), 1060(C)(4)) |
Before any members, majority of incorporators if directors not named or elected; otherwise majority of directors or governing body (§ 1076(B)-(C)) |
Certificate-required member proposal is submitted to members; member written or electronic consent may replace a meeting unless certificate says otherwise (§§ 1077(B)(3), 1073(B)-(C)) |
Certificate sets out the amendment and certifies due adoption; pre-member filing also certifies no members; member-consent filing states consent was given (§§ 1077(B)(3), 1076(B), 1073(E)) |
Authorized officer signs, or statutory alternate if no officer; deliver to Secretary of State with $25 nonprofit amended-certificate fee (§§ 1007(A)(2), (C)(1), 1142(A)(10)) |
Effective on filing or stated later time within 90 days; pre-member amendment generally relates back; amended restatement follows amendment approval (§§ 1007(D), 1076(B), 1080(B), (D)) |
| Oregon verified 2026-10-01 | ORS chapter 65; may change permitted articles terms; public benefit or religious conversion to mutual benefit requires 20-day Attorney General notice (§ 65.431) |
Board approval for public benefit or religious changes outside director structure; board-initiated proposals go to member vote by resolution (§ 65.437(1)(a), (3)) |
Mutual benefit: lesser of two-thirds votes cast or majority voting power; public benefit/religious: majority votes cast (§ 65.437(1)(b)) |
Affected public/mutual class votes under statutory triggers; religious class vote only if documents provide; articles may demand written third-person approval (§§ 65.441, .467) |
No members entitled to vote: incorporators before directors, then board, majority of directors voting; certain narrow changes board-only (§ 65.434) |
Meeting notice includes amendment copy or summary; written consent or ballot material does too; ordinary member meeting notice at least 7 days (§§ 65.437(4)–(5), .214(3)) |
Name, amendment text and adoption date, plus member/class vote counts or no-member board statement and required third-person approval statement (§ 65.447) |
Officer or authorized signer delivers to Secretary of State with $50 ordinary registry filing fee (§§ 65.004(1)–(2), .007; 56.140(4)) |
Effective on filing date, default 12:01 a.m.; delayed date within 90 days; restatement with new member-approved change follows amendment approval (§§ 65.011, .451(2)) |
| Pennsylvania verified 2026-10-01 | 15 Pa.C.S. Ch. 59 Subch. B; name, term, purposes, restatement or other lawful original-article changes (§ 5911). |
Board or other body resolution, 10% member petition unless articles vary, or bylaw method; board submits member-vote proposal (§ 5912; § 5905). |
At quorate meeting, members present holding a majority of votes held by all present; member-adopted bylaw may require more (§ 5914(a), (d)). |
Separate majority of votes held by present class members if class vote exists; article voting lock cannot be reduced by lesser vote (§ 5914(a), (d)). |
Board/other body adopts if no eligible voting members or only such members sit on board; perpetual term and pure restatement need no member vote (§ 5914(a.1), (b)). |
Record-form notice with proposal/summary at least 10 days before meeting; unanimous member record consent unless restricted, partial consent if bylaws allow; bylaw ballot route (§§ 5913, 5704, 5766, 5758). |
Corporate name/office, incorporation statute/date, adoption manner, full amendment, delayed date/time if any, restatement supersession statement (§ 5915). |
Corporation executes and files articles with Department of State; $70 domestic ancillary-transaction fee (§§ 5915-5916, 152-153). |
Effective on filing or later stated date; full restatement can contain amendment and supersedes earlier articles when stated (§§ 5911, 5915-5916, 136). |
| Rhode Island verified 2026-10-02 | Rhode Island Nonprofit Corporation Act; any lawful article change under Chapter 7-6 (§ 7-6-38) |
Board resolution proposing amendment and submitting it to voting members (§ 7-6-39(a)(1)) |
Majority of votes members present or represented by proxy are entitled to cast; default quorum one-tenth voting power (§§ 7-6-39, -21) |
Articles/bylaws may require class voting or greater vote; no separate automatic class vote stated in § 7-6-39 (§§ 7-6-20, -21, -102) |
No members or none entitled to vote: majority of directors in office at board meeting (§ 7-6-39(a)(2)) |
Amendment text/summary in member notice; default 10–60 days; unanimous voting-member written consent may replace meeting (§§ 7-6-19, -39, -40, -104) |
Name, amendment, member meeting/quorum/vote or unanimous consent statement, or board adoption details (§ 7-6-40) |
Duplicate articles signed by president/vice president and secretary/assistant secretary, delivered to Secretary of State; $10 (§§ 7-6-40, -41, -92) |
Certificate issuance or stated later date no more than 30 days after filing; restatement with new amendments follows § 7-6-39 approval; $10 (§§ 7-6-41, -42, -92) |
| South Carolina verified 2026-10-01 | S.C. Nonprofit Corporation Act, ch. 31; add/change required or permitted articles or delete a provision not required at effectiveness (§ 33-31-1001(a)). |
Board approval required for public benefit or religious corporations except specified director-number/composition/term/selection changes; board or members may seek member vote (§ 33-31-1003(a)–(b)). |
Two-thirds of votes cast or majority of voting power, whichever is less, unless higher vote or class vote applies (§ 33-31-1003(a)(2)). |
Public, mutual, and religious classes have different class-vote triggers; articles of public/religious corporations may require another person’s written approval (§§ 33-31-1004, 33-31-1030). |
No members entitled to vote: incorporators before directors, then majority of directors in office; listed limited amendments may be board-only unless articles vary (§ 33-31-1002). |
Member meeting notice includes copy/summary; consent solicitation does too; 80% voting-power consent with notice to nonsigners, or written/electronic ballot (§§ 33-31-1003(b)–(c), 33-31-704, 33-31-708). |
Name, adopted text/date, approval-method and vote figures, outside approval, and any membership-exchange implementation (§ 33-31-1005). |
Officer or qualified alternate signs; submit original plus copy and $10 amendment fee to Secretary of State (§§ 33-31-120(f)–(i), 33-31-122(a)(10)). |
Effective on filing or stated time, with delay at most 90 days; amended restatement follows amendment approval and has $10 filing fee (§§ 33-31-123, 33-31-1006, 33-31-122(a)(11)). |
| South Dakota verified 2026-10-02 | Chapters 47-22–47-28; lawful article changes (S.D. Codified Laws § 47-22-14) |
Board or voting members adopt a resolution proposing amendment (S.D. Codified Laws § 47-22-16) |
Majority of votes entitled to be cast by voting members present or by proxy; greater governing-document vote controls (S.D. Codified Laws §§ 47-22-16, 47-23-23) |
Class voting rights may be set in articles/bylaws; greater class-member vote in those documents controls (S.D. Codified Laws §§ 47-23-8, -23) |
No members or no voting members: majority of directors in office at board meeting (S.D. Codified Laws § 47-22-17) |
Amendment or summary in member notice; default 10–50 days; unanimous written consent or qualifying ballot route (S.D. Codified Laws §§ 47-22-16, 47-23-6, -7, -9) |
Name and amendment; member meeting/quorum/vote or unanimous consent statement, or board adoption details (S.D. Codified Laws § 47-22-19) |
Chair, president, or other officer signs; original and copy to Secretary of State; $15 (S.D. Codified Laws §§ 47-22-19–20, 47-28-6(2)) |
Certificate issuance or specified delay through ninetieth day; restatement integrates articles as previously amended (S.D. Codified Laws §§ 47-22-21, -23, -30, 47-28-19) |
| Tennessee verified 2026-10-04 | Nonprofit Corporation Act; add or change permitted or required charter provisions, or delete ones no longer required (§ 48-60-101(a)) |
Board or members may seek member vote; board transmits approval recommendation or explains conflict/special circumstance (§ 48-60-103(c)–(f)) |
Two thirds of votes cast or majority of voting power, whichever less; law, charter, bylaws or decisionmakers may require more (§ 48-60-103(a)–(c)) |
Affected classes vote separately on listed changes; same lesser-of class threshold; charter may require specified third person's written approval (§§ 48-60-104, -301) |
No members: incorporators before directors, then majority of directors in office; board alone may make listed narrow changes unless charter says otherwise (§ 48-60-102) |
Meeting notice states amendment purpose and includes copy/summary; consent or ballot solicitation includes copy/summary (§§ 48-60-102(b), -103(d)–(e)) |
Name, amendment text, adoption date, approval/adoption statements, and membership exchange mechanics when applicable (§ 48-60-105) |
Authorized officer or eligible incorporator signs; file with secretary of state for $20; amendment copy also to county register if Tennessee principal office (§§ 48-51-301(f)–(i), -303(a)(11), (d)) |
On filing or specified same-day time; delayed date within 90 days; amendment in restatement follows amendment approvals and restated-charter filing (§§ 48-51-304(a)–(b), 48-60-106) |
| Texas verified 2026-10-01 | Texas Business Organizations Code; lawful certificate-of-formation changes by certificate of amendment or amended restatement (§§ 3.051–.053; 22.105–.109) |
Voting-member corporation: board resolution specifying amendment and submitting it to annual or special member meeting; member-managed corporation uses its own member-vote route (§§ 22.105–.106) |
Ordinary voting members: at least two-thirds of votes present in person/proxy may cast; managing members: two-thirds of votes of members present; applicable certificate may require more (§§ 22.159, .162, .164(b)) |
If certificate or bylaws gives a class vote, general approval plus at least two-thirds of each class’s votes present in person/proxy; certificate’s greater-vote clause controls (§§ 22.162, .164(c)) |
No members or no voting members: majority of directors in office; voting-member corporation’s board alone may make listed duration, initial-person, agent and narrow name edits unless certificate limits (§§ 22.107, .164(b)(3)) |
Proposed amendment or summary in member notice; ordinary notice 10–60 days before meeting, church may use worship-service announcement; unanimous written consent available (§§ 22.105–.106, .156; 6.201) |
Certificate identifies corporation and entity type, each changed provision and new text, and confirms approval under law and governing documents (§§ 3.052–.053) |
Authorized person signs; file with Texas Secretary of State in person, mail, courier, or approved electronic method; $25 certificate-of-amendment fee (§§ 4.001, .153(2)) |
Normally effective on filing; permitted specified date/time or event, no later than 90 days after signing; restatement with amendment follows amendment approval, $50 filing fee (§§ 4.051–.053, .153(9); 22.109) |
| Utah verified 2026-10-01 | Utah Revised Nonprofit Corporation Act; add/change permitted article terms or delete nonrequired terms (§§ 16-6a-1001, 16-6a-120) |
Board or members holding at least 10% of entitled votes may propose; board recommends unless member-proposed or it explains conflict/special circumstance (§ 16-6a-1003(1)-(2)) |
Each entitled voting group approves when votes cast for exceed votes cast against, at meeting quorum; higher vote may apply (§§ 16-6a-1003(5), 16-6a-714(1), (3)) |
Affected class may vote separately under six statutory triggers; articles may require specified third person’s written approval (§§ 16-6a-1004, 16-6a-1013) |
No voting members: majority of incorporators before directors, then majority of directors in office; narrow board-only amendments (§ 16-6a-1002(1)-(3)) |
Meeting notice gives amendment copy, summary, or general nature; written consent or ballot solicitation includes copy/summary (§§ 16-6a-1003(4), (6), 16-6a-707) |
Name, text, adoption date, applicable no-member or member/group approval statement, and any third-person approval statement (§ 16-6a-1005) |
Authorized individual or agent signs with name/capacity; deliver to Division of Corporations and Commercial Code; division-set fee (§§ 16-1a-202, 16-1a-208, 16-6a-107) |
Effective on division filing or stated later time within 90 days; restatement with new member-approved amendment follows ordinary vote (§§ 16-1a-204, 16-6a-1006(2), (5)) |
| Vermont verified 2026-10-02 | Title 11B; add/change permitted article terms or delete nonrequired terms (11B V.S.A. § 10.01) |
Board approval required for public benefit amendments outside specified board-structure matters; either board or members may seek member approval (11B V.S.A. § 10.03) |
Lesser of two-thirds of votes cast or majority of voting power; higher document/member/board condition may apply (11B V.S.A. § 10.03(a)–(c)) |
Separate class votes vary for public and mutual benefit corporations; specified third-person written approval also applies (11B V.S.A. §§ 10.04, 10.30) |
No members: incorporators before directors, then majority directors in office; narrow board-only changes also allowed (11B V.S.A. § 10.02) |
Amendment copy/summary with member notice or ballot/consent materials; no-member board gets seven-day notice (11B V.S.A. §§ 10.02–.03, 7.04–.08, 8.22(c)) |
Name, amendment text/date, vote and class counts if applicable, and other required approval statement (11B V.S.A. § 10.05) |
Presiding officer, president or other officer signs with capacity; Secretary of State filing; $45 amendment or restatement (11B V.S.A. §§ 1.20, 1.22) |
Filing or stated later date by 90th day; amending restatement follows member/third-person approval and supersedes old articles (11B V.S.A. §§ 1.23, 10.06) |
| Virginia verified 2026-10-01 | Virginia Nonstock Corporation Act; add/change a required or permitted provision or delete one not required at amendment effective date (§ 13.1-884(A)). |
Board adopts and submits member-voted amendment, recommends it or explains conflict/special circumstances; board may condition submission (§ 13.1-886(A)-(B)). |
Each entitled voting group approves by more than two-thirds of votes cast; articles may set greater or lesser vote, but at least majority cast at quorate group meeting (§ 13.1-886(D)). |
Currently separate class vote only if articles specify it; January 1, 2027 adds affected-class triggers and class-split approval (§ 13.1-887). |
Currently no-voting-member amendment needs two-thirds of directors in office; board alone may make listed housekeeping changes; preorganization board or incorporators may amend. On January 1, 2027 default becomes majority of voting directors and board-only name change expands (§§ 13.1-885, 13.1-887.1). |
Member amendment meeting notice carries amendment copy and currently runs 25–60 days; unanimous written consent or articles-authorized partial consent with five-day advance notice. January 1, 2027 changes the special-meeting notice and partial-consent notice rules (§§ 13.1-886(C), 13.1-842(A), 13.1-841). |
File name, amendment text, adoption date, and applicable board/incorporator or member quorum and vote statements; Commission issues certificate on compliant filing (§ 13.1-888). |
Chair, vice-chair, president, authorized officer, pre-director incorporator, or fiduciary signs; file with State Corporation Commission; $25 amendment/restatement fee (§§ 13.1-804(F),(J), 13.1-816(2)(b)). |
Commission certificate effective when issued or at stated later time, no later than 11:59 p.m. on day 15 after issuance; restatement with amendment follows required approval (§§ 13.1-806(A), 13.1-889(B),(E)). |
| Washington verified 2026-10-01 | Washington Nonprofit Corporation Act; amend articles if the amended provisions are lawful under the chapter (§ 24.03A.640). |
Board usually adopts and recommends a member-voted proposal or explains conflict/special circumstances; articles or bylaws may permit proposal by 10% of voting members or a greater specified number (§ 24.03A.655(1)(a),(c),(e)). |
Entitled members approve at a quorate meeting; default is more votes for than against in each required voting group, with 10% quorum; governing documents may vary quorum or raise vote (§§ 24.03A.655(1)(i), 24.03A.440(1)–(4), 24.03A.445). |
Separate class vote if articles/bylaws grant it for rights changes; each new class approves a split by majority; affected classes or named third parties may have additional approval rights (§§ 24.03A.660, 24.03A.695(2), 24.03A.705). |
Nonmembership board: majority of directors in office unless articles vary; pre-admission membership board may amend; after admission board alone handles listed housekeeping amendments or amendments with no voting members, with five-day member notice before filing in the latter case (§§ 24.03A.645, 24.03A.650, 24.03A.655(1)(k),(2)). |
Meeting notice 10–60 days ahead, to all members, with copy or summary; unanimous member consent or ballot available subject to chapter and governing documents (§§ 24.03A.655(1)(f), 24.03A.410(1), 24.03A.475, 24.03A.480). |
File corporate name, amendment text, adoption date, and board-only or member-approval statement; restatement with new amendment carries the same information (§§ 24.03A.665, 24.03A.670(3)). |
Officer or other authorized representative executes and delivers to Secretary of State; $20 articles-of-amendment fee, $20 restatement fee (§ 24.03A.665; WAC 434-112-085(8)(c),(e)). |
Effective when Secretary files unless delayed date/time stated, up to 90 days after filing; restatement with a new amendment follows applicable approval route (§§ 24.03A.680, 23.95.210(2), 24.03A.670(2)). |
| West Virginia verified 2026-10-01 | West Virginia Nonprofit Corporation Act; add/change permitted articles terms or delete nonrequired ones (§ 31E-10-1001) |
Board proposes and approves; recommends to voting members or explains conflict/special circumstance for no recommendation (§ 31E-10-1003(a)-(c)) |
At least two-thirds of votes cast by members entitled to vote; greater act/article/board condition; protected higher-threshold amendment (§§ 31E-10-1003(e), 31E-7-726(c)) |
When articles or chapter grant class vote, each class counted separately and two-thirds of its votes cast approves (§§ 31E-10-1003(e), 31E-7-725) |
No voting members: two-thirds of directors present at quorate meeting; before directors, two-thirds of incorporators; narrow board-only changes (§§ 31E-10-1002–1004) |
Amendment copy/summary with member meeting notice; unanimous written member consent, or document-authorized mail/electronic vote (§§ 31E-10-1003(d), 31E-7-704) |
Name, amendment text/date, board or no-member approval statement, separate-class vote totals and sufficiency (§ 31E-10-1005) |
Chair, president, other officer or eligible incorporator signs; Secretary of State; $25 amendment fee (§§ 31E-1-120, 59-1-2(a)(1)(H)) |
Effective at filing or stated later time; delayed date within 90 days; amended restatement follows approval route, $25 fee (§§ 31E-1-123, 31E-10-1006, 59-1-2(a)(1)(J)) |
| Wisconsin verified 2026-10-01 | Chapter 181; add or change a required/permitted article provision or delete one not required at the effective date (§ 181.1001). |
Board or members may seek a member vote; § 181.1003(1) states member and any required outside approvals, and (2) addresses either proponent (§ 181.1003). |
Two-thirds of votes cast or majority of voting power, whichever is less; chapter, articles, or bylaws may require more or class voting (§ 181.1003(1)(b)). |
Separate class votes for specified membership-right and class-structure changes; articles may require a named person’s written approval (§§ 181.1004, .1030). |
No voting members: incorporators before directors, then majority of directors in office; limited listed board-only amendments if articles allow (§ 181.1002). |
Meeting notice includes amendment copy/summary; consent or ballot solicitation likewise; consent default 80% voting power, ballot only if articles/bylaws permit (§§ 181.1003(2)–(3), .0704, .0708). |
Corporate name, amendment text, adoption date, approval-method statement, and any required third-person approval statement (§ 181.1005). |
Authorized signer states name/capacity; deliver to Department of Financial Institutions with $40 amendment or restatement fee, subject to larger paper fee (§§ 181.0208, .0507). |
Generally effective when received for filing, at stated time or close of business; delayed date up to 90 days; amended restatement follows applicable approval (§§ 181.0209, .1006). |
| Wyoming verified 2026-10-02 | Wyoming Nonprofit Corporation Act; add/change a permitted article term or delete a nonrequired term (§ 17-19-1001) |
Either board or members may seek a member vote; specified public-benefit/religious amendments also require board approval (§ 17-19-1003) |
Lesser of two-thirds of votes cast or majority of voting power; higher condition may apply (§ 17-19-1003) |
Class votes vary by public, mutual, or religious corporation; membership-termination and third-person rules can add approval (§§ 17-19-1004, -1030–1031) |
No members: incorporators before directors, then majority of directors in office; narrow board-only amendments (§ 17-19-1002) |
Amendment copy/summary with member notice or consent/ballot materials; 90% member written consent or ballot route; seven-day no-member board notice (§§ 17-19-1002–1003, -704–705, -708, -822) |
Name, amendment text/date, applicable vote/class counts and other-approval statement (§ 17-19-1005) |
Officer or qualifying incorporator/fiduciary signs; file with Secretary of State; $25 articles-amendment fee (§§ 17-19-120, -122) |
Filing or specified time, with delay no later than 90th day; amended restatement follows applicable approvals (§§ 17-19-123, -1006) |
This survey covers 50 of 51 jurisdictions so far; new states are verified and added continuously. A state missing here hasn't been verified yet. We don't publish unverified answers.
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