Nonprofit Corporation Articles Amendment Approval and Filing in Colorado

At a glance

Requirements one by one

Proposal and member vote

Under § 7-130-101(1), a nonprofit may change required or optional article provisions and delete provisions no longer required.

Under § 7-130-103(1), the board or members representing at least 10% of all votes entitled to be cast may propose an amendment. The board must recommend its proposal unless it explains a conflict of interest or special circumstances; that recommendation rule does not apply to a member proposal. Section 7-130-103(5) sends each entitled voting group to the ordinary vote rules. Under § 7-127-205(1),(3), absent a different rule, a group has a 25% quorum and approves when votes for exceed votes against; § 7-127-206(2) requires every entitled group to approve separately. A higher vote may be required by the act, member-adopted bylaws, or the proposing board or members.

Class and other approval

Under § 7-130-104(1), affected membership classes vote separately on specified changes to voting, dissolution, redemption, transfer, or membership structure. Under § 7-130-104(2), a class split also needs approval of every class that would be created. Under § 7-130-301, the articles may require a stated outside person's written approval; changing that reservation also requires the person's written approval.

No-voting-member and board-only amendments

Under § 7-130-102(3), a corporation without members, without members entitled to vote on amendments, or without admitted members may use a majority of incorporators before directors are chosen, and thereafter a majority of directors in office. The board's § 7-130-102(1) authority without member action is limited to listed changes unless the articles provide otherwise, such as deleting incorporators' or initial directors' identifying information.

Notice and consent

Under § 7-130-103(4), the corporation gives meeting notice to eligible members with a copy, summary, or general description of the amendment; subsection (6) requires a copy or summary with written-consent solicitation. Under § 7-127-107(1)–(2), consent ordinarily requires all eligible members' written agreement, received within sixty days from the first dated writing, unless bylaws provide otherwise. Under § 7-130-302(1)–(2), the board gives advance notice of the general nature of an amendment that would terminate all members or a class, or redeem or cancel all memberships or a class.

Filing and effectiveness

Under § 7-130-105(1), articles delivered to the Secretary of State state the corporate name and adopted amendment text. Under § 7-90-301, the filing states the enabling section and the name and address of an individual causing delivery, but subsection (2) makes a signature unnecessary as a filing condition. The Secretary of State's current business fee schedule lists $25 online to amend or amend and restate nonprofit articles; its paper column is unavailable. Under § 7-90-304(1)–(2), the document normally takes effect when filed; a delayed effective date beyond 90 days is capped at 11:59 p.m. on day 90. Under § 7-130-106(2), an amended restatement follows ordinary amendment approval when member approval is required.

What trips people up

Colorado's § 7-130-105 no longer asks the corporation to recite a member vote tally in the amendment filing: subsections (c)–(f) were deleted. Approval remains necessary under § 7-130-103. Likewise, the absence of a signature requirement for filing under § 7-90-301(2) does not remove the obligation to supply the responsible filer's name and mailing address under subsection (8).

Common questions

May members propose an amendment without a board proposal?

Yes. Section 7-130-103(1) allows members representing at least 10% of entitled votes to propose one for submission to members.

When can incorporators approve an amendment?

Section 7-130-102(3) allows them to act before directors are chosen if the corporation has no members, no members entitled to vote on amendments, or no members yet admitted.

Statutes and sources

• Colo. Rev. Stat. §§ 7-130-101–.106, .301–.302; 7-127-107, -205–-206; 7-90-301, -304 — proposal, approval, notice, filing, and effective time. Colorado Revised Statutes 2026, Title 7. Accessed 2026-10-01; each quoted provision is recorded above.
• Colorado Secretary of State business fee schedule — nonprofit amendment and amended-restatement online fees. Official fee table. Accessed 2026-10-01.