Nonprofit Corporation Articles Amendment Approval and Filing in Alaska

At a glance

Requirements one by one

Proposal and vote

Section 10.20.171 permits article changes that could lawfully appear in original articles at the time of amendment. Under § 10.20.176(b), the board proposes the change to voting members. Approval requires at least two-thirds of the votes members present or represented by proxy are entitled to cast. Section 10.20.071(a),(e) lets articles or bylaws define class voting rights and require a greater vote. Sections 10.20.071(e) and 10.20.076 set a default quorum of one-tenth of votes entitled to be cast.

No-voting-member route and consent

If there are no members or no members entitled to vote, § 10.20.176(c) requires a majority of directors in office at a board meeting. Section 10.20.695 separately permits meeting action by written consent signed by all members entitled to vote on the matter or all directors. The filed articles must identify unanimous member consent if that is the route used (§ 10.20.181(3)(B)).

Notice, filing and effect

Section 10.20.176(b) requires member notice setting out the amendment or a summary. Unless articles or bylaws say otherwise, § 10.20.066 places ordinary meeting notice between 10 and 50 days before the meeting. Section 10.20.181 requires duplicate articles signed by the president or a vice president and the secretary or an assistant secretary. They state the corporate name and amendment, plus the member meeting, quorum and vote; unanimous-consent statement; or no-voting-member board adoption. Section 10.20.186 directs delivery to the commissioner, who issues a certificate after conformity and fee checks. Section 10.20.635 delegates the fee to regulation; 3 AAC 16.050(c) sets the amendment filing fee at $25.

Under § 10.20.191(a), the amendment takes effect when the certificate issues. Sections 10.20.196, 10.20.206 and 10.20.211 provide a separate restatement process that consolidates articles as already amended and produces a restated certificate.

What trips people up

The two-thirds threshold in § 10.20.176(b) counts the votes members present or represented by proxy are entitled to cast, not only votes actually cast. Signing requires officers from both roles named in § 10.20.181, and the vote or consent certification must match the route used. The member vote alone does not make the amendment effective; certificate issuance does (§ 10.20.191(a)).

Common questions

May several amendments be voted on at the same meeting?

Yes. Section 10.20.176(d) allows any number of amendments at one meeting.

Can the articles require a higher member vote?

Yes. Section 10.20.071(e) preserves a greater proportion required by the articles or bylaws.

Statutes and sources

• Alaska Stat. § 10.20.066: “Unless otherwise provided in the articles of incorporation or bylaws, written notice stating the manner, place, if the meeting is to be held at a designated place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage prepaid.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.071: “(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members. (b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by remote communication, by proxy executed in writing by the member or by the attorney-in-fact for the member, or by proxy executed by electronic transmission by the member or by the authorized attorney-in-fact of the member. A proxy is not valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail. (c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate the member's vote and to give one candidate a number of votes equal to the member's vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of the candidates. (d) If a corporation has no members or its members have no right to vote, the directors shall have sole voting power. (e) The articles of incorporation or the bylaws may provide the number or percentage of members entitled to vote represented in person, by remote communication, or by proxy, or the number or percentage of votes represented in person, by remote communication, or by proxy, which constitute a quorum at a meeting of members. In the absence of any such provision, members holding one- tenth of the votes entitled to be cast on the matter to be voted on represented in person, by remote communication, or by proxy constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which the quorum is present is necessary for adoption unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws. (f) A proxy executed by electronic transmission must (1) be directed to the person who will be the holder of the proxy or to a proxy solicitation person, including a proxy support service organization or similar agent that is authorized by the person who will be the holder of the proxy to receive the transmission; and (2) include information that demonstrates that the stockholder authorized the transmission. (g) In this section, “electronic transmission” has the meaning given in AS 10.06.990 .” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.076: “Unless otherwise provided in the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast, represented in person, by remote communication, or by proxy, constitute a quorum at a meeting of members. However, in no event may a quorum consist of less than one-tenth of the votes entitled to vote at a meeting. If a quorum is present, the affirmative vote of a majority of the votes represented at the meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater number is required by this chapter or the articles of incorporation or the bylaws.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.171: “A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, contain only those provisions which might lawfully be contained in original articles of incorporation at the time the amendment is made.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.176: “(a) Amendments to the articles of incorporation shall be made in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed amendment or a summary of the changes shall be given to each member entitled to vote within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. (c) If there are no members, or no members entitled to vote, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. (d) Any number of amendments may be submitted and voted upon at any one meeting.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.181: “The articles of amendment shall be executed in duplicate by the corporation by its president or a vice president, and its secretary or an assistant secretary, and must set out (1) the name of the corporation; (2) the amendment adopted; (3) if there are members entitled to vote on the amendment, (A) a statement setting out the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received at least two-thirds of the votes which members present at the meeting or represented by proxy were entitled to cast; or (B) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect to the amendment; (4) if there are no members, or no members entitled to vote, a statement of that fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that the amendment received the vote of a majority of the directors in office.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.186: “(a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the word “filed,” and the date of the filing; (2) file one duplicate original in the commissioner's office; (3) issue a certificate of amendment and affix the other duplicate original to it. (b) The certificate of amendment, together with the duplicate original of the articles of amendment affixed by the commissioner, shall be returned to the corporation or its representative.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.191: “(a) Upon the issuance of the certificate of amendment by the commissioner, the amendment becomes effective and the articles of incorporation are considered amended accordingly. (b) An amendment does not affect an existing cause of action in favor of or against the corporation, or a pending suit to which the corporation is a party, or the existing rights of persons other than members. In the event the corporate name is changed by amendment, a suit brought by or against the corporation under its former name does not abate for that reason.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.196: “(a) A domestic corporation may at any time restate its articles of incorporation as theretofore amended in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution setting out the proposed restated articles of incorporation and directing that they be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. (c) Written notice setting out the proposed restated articles or a summary of the provisions shall be given to each member entitled to vote within the time and in the manner provided in this chapter for giving notice of meetings to members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions may be included in the notice of the annual meeting. (d) At the meeting a vote of the members entitled to vote shall be taken on the proposed restated articles. The restated articles shall be adopted upon receiving the affirmative vote of a majority of the members entitled to vote who are present at the meeting or represented by proxy. (e) If there are no members, or no members entitled to vote, the proposed restated articles shall be adopted at a meeting of the board of directors upon receiving the affirmative vote of a majority of the directors in office.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.206: “The restated articles of incorporation must set out (1) the name of the corporation; (2) the period of its duration; (3) the purpose or purposes which the corporation is authorized to pursue; (4) other provisions, not inconsistent with law, which are set out in the articles of incorporation as amended, except that it is not necessary to set out in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators; (5) a statement that the restated articles of incorporation correctly set out the provisions of the articles of incorporation as amended, and that they have been adopted as required by law and that they supersede the original articles of incorporation and all amendments.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.211: “(a) Duplicate originals of the restated articles of incorporation shall be delivered to the commissioner. Upon finding that the restated articles of incorporation conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the word “filed,” and the date of the filing; (2) file one duplicate original in the commissioner's office; (3) issue a restated certificate of incorporation and affix the other duplicate original to it. (b) The restated certificate of incorporation, together with the duplicate original of the restated articles of incorporation affixed by the commissioner, shall be returned to the corporation or its representative.” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.635: “(a) The commissioner shall establish by regulation and charge and collect fees for filing (1) articles of incorporation and issuing a certificate of incorporation; (2) articles of amendment and issuing a certificate of amendment; (3) restated articles of incorporation and issuing a restated certificate of incorporation;” Official source (accessed 2026-10-02).
• Alaska Stat. § 10.20.695: “(a) Action required by this chapter to be taken at a meeting of the members or directors of a corporation, or action that may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter or all of the directors. (b) The consent has the same effect as a unanimous vote, and may be stated as such in articles or documents filed with the commissioner.” Official source (accessed 2026-10-02).
• 3 AAC 16.050(c): “(c) The nonrefundable fee for filing articles of amendment, articles of merger or consolidation, an amendment of certificate of authority, or any other document filed under AS 10.20 is $25.” Official source (accessed 2026-10-02).