Nonprofit Corporation Articles Amendment Approval and Filing in Delaware

At a glance

Requirements one by one

Governing body and member approval

Section 242(a) permits a nonstock corporation that has members to change its certificate within the bounds of provisions lawful in an original certificate. Under § 242(b)(3), the governing body adopts a resolution setting out the change and declaring it advisable; a majority of all governing body members must vote for it. A member vote enters the process only when the certificate requires approval by a specified number or percentage of members or a specified class. Section 242(b)(4) protects a charter clause that requires a greater governing body or member vote: changing that clause also requires the greater vote.

No-member route

Before the corporation has any members, § 241(b)–(c) permits a majority of the incorporators to adopt the change if there is no qualified governing body, or a majority of the governing body if it exists. The filed certificate must certify that the corporation has no members. This pre-member route differs from the ordinary governing-body amendment under § 242(b)(3) after members exist.

Member procedure when the certificate requires a vote

Section 242(b)(3) directs submission to members or the specified class in the stock-amendment manner so far as applicable; § 242(b)(1) calls for notice containing the amendment or a brief summary. Under § 215(b)–(c), voting rights, quorum and ordinary meeting thresholds may be set in the certificate or bylaws; without a specified quorum, one-third of members constitutes one. The charter's amendment-specific approval term still governs. Section 228(b) allows member action by written or electronic consent unless the certificate says otherwise, with enough votes to approve if all voting members attended a meeting. Section 228(e) requires prompt notice to nonconsenting voting members after a less-than-unanimous consent and a consent statement in the filed certificate when a filing is required.

Certificate, fee and effective time

The § 242(b)(3) filing sets out the amendment and certifies due adoption. Section 103(a) lets an authorized officer sign, and § 103(c) directs delivery and required fees to the Secretary of State. Section 103(d) makes it effective on filing unless it states a later time no later than the 90th day after filing. The Division's August 2026 fee schedule says exempt-corporation amendment fees vary and directs filers to contact the Division; its general domestic amendment line lists $214 for a one-page filing.

A restated certificate can also carry a new amendment under § 245(a)–(d). The new change must use the § 242 approval route, and the restatement must identify itself, the present and original corporate names if different, the original filing date, and due adoption. Filing the restatement supersedes the prior certificate while preserving the original incorporation date.

What trips people up

The governing body's majority is measured against all its members (§ 242(b)(3)), not merely those at a meeting. A corporation with members but no charter-required member vote still uses that governing body route; the special § 241 route applies before the corporation has any members. An amendment resolution may authorize the governing body to abandon the proposal before its filing becomes effective, even after a member vote (§ 242(c)).

Common questions

Can members approve an amendment by consent?

When the certificate requires their vote and does not bar consent, § 228(b) permits it. The required consent votes are measured as though every voting member attended and voted, and § 228(e) requires prompt notice to nonconsenters after a less-than-unanimous action.

Must an amending restatement repeat the prior certificates separately?

No. Section 245 permits one restated certificate that integrates the effective charter text and makes a new amendment, if the new amendment follows the required approval process.

Statutes and sources

• 8 Del. C. § 241: “(b) The amendment of a certificate of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original certificate of incorporation or have not yet been elected, or, if directors were named in the original certificate of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed in accordance with § 103 of this title. Upon such filing, the corporation’s certificate of incorporation shall be deemed to be amended accordingly as of the date on which the original certificate of incorporation became effective, except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date. (c) This section will apply to a nonstock corporation before such a corporation has any members; provided, however, that all references to directors shall be deemed to be references to members of the governing body of the corporation.” Official source (accessed 2026-10-02).
• 8 Del. C. § 242: “(a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as: (1) If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice in accordance with § 222 of this title. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby unless such notice constitutes a notice of internet availability of proxy materials under the rules promulgated under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.]. At the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against any proposed amendment that requires adoption by stockholders. If no vote of stockholders is required to effect such amendment, or if a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. (3) If the corporation is a nonstock corporation, then the governing body thereof shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. The certificate of incorporation of any nonstock corporation may contain a provision requiring any amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of such corporation in which event such proposed amendment shall be submitted to the members or to any specified class of members of such corporation in the same manner, so far as applicable, as is provided in this section for an amendment to the certificate of incorporation of a stock corporation; and in the event of the adoption thereof by such members, a certificate evidencing such amendment shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. (4) Whenever the certificate of incorporation shall require for action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any section of this title, the provision of the certificate of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote. (c) The resolution authorizing a proposed amendment to the certificate of incorporation may provide that at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the stockholders of the corporation or by the members of a nonstock corporation, the board of directors or governing body may abandon such proposed amendment without further action by the stockholders or members.” Official source (accessed 2026-10-02).
• 8 Del. C. § 245: “(a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in § 104 of this title, and it may at the same time also further amend its certificate of incorporation by adopting a restated certificate of incorporation. (b) If the restated certificate of incorporation merely restates and integrates but does not further amend the certificate of incorporation, as theretofore amended or supplemented by any instrument that was filed pursuant to any of the sections mentioned in § 104 of this title, it may be adopted by the board of directors without a vote of the stockholders, or it may be proposed by the directors and submitted by them to the stockholders for adoption, in which case the procedure and vote required, if any, by § 242 of this title for amendment of the certificate of incorporation shall be applicable. If the restated certificate of incorporation restates and integrates and also further amends in any respect the certificate of incorporation, as theretofore amended or supplemented, it shall be proposed by the directors and adopted by the stockholders in the manner and by the vote prescribed by § 242 of this title or, if the corporation has not received any payment for any of its stock, in the manner and by the vote prescribed by § 241 of this title. (c) A restated certificate of incorporation shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the corporation’s present name, and, if it has been changed, the name under which it was originally incorporated, and the date of filing of its original certificate of incorporation with the Secretary of State. A restated certificate shall also state that it was duly adopted in accordance with this section. If it was adopted by the board of directors without a vote of the stockholders (unless it was adopted pursuant to § 241 of this title or without a vote of members pursuant to 242(b)(3) of this title), it shall state that it only restates and integrates and does not further amend (except, if applicable, as permitted under § 242(a)(1) and § 242(d)(1)(A) of this title) the provisions of the corporation’s certificate of incorporation as theretofore amended or supplemented, and that there is no discrepancy between those provisions and the provisions of the restated certificate. A restated certificate of incorporation may omit (a) such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares, and (b) such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective. Any such omissions shall not be deemed a further amendment. (d) A restated certificate of incorporation shall be executed, acknowledged and filed in accordance with § 103 of this title. Upon its filing with the Secretary of State, the original certificate of incorporation, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of incorporation, including any further amendments or changes made thereby, shall be the certificate of incorporation of the corporation, but the original date of incorporation shall remain unchanged.” Official source (accessed 2026-10-02).
• 8 Del. C. § 103: “(2) All other instruments shall be signed: a. By any authorized officer of the corporation; or (b) Whenever this chapter requires any instrument to be acknowledged, such requirement is satisfied by either: (2) The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is such person’s act and deed or the act and deed of the corporation, and that the facts stated therein shall be true at the time such instrument becomes effective in accordance with this chapter. (c) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such requirement means that: (1) The signed instrument shall be delivered to the office of the Secretary of State; (d) Any instrument filed in accordance with subsection (c) of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but such time shall not be later than a time on the ninetieth day after the date of its filing. If any instrument filed in accordance with subsection (c) of this section provides for a future effective date or time and if the transaction is terminated or its terms are amended to change the future effective date or time prior to the future effective date or time, the instrument shall be terminated or amended by the filing, prior to the future effective date or time set forth in such instrument, of a certificate of termination or amendment of the original instrument, executed in accordance with subsection (a) of this section, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended.” Official source (accessed 2026-10-02).
• 8 Del. C. § 114: “(a) Except as otherwise provided in subsections (b) and (c) of this section, the provisions of this chapter and of chapter 5 of this title shall apply to nonstock corporations in the manner specified in the following paragraphs (a)(1)-(4) of this section: (1) All references to stockholders of the corporation shall be deemed to refer to members of the corporation; (2) All references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation; (b) Subsection (a) of this section shall not apply to: (1) Sections 102(a)(4), (b)(1) and (2), 109(a), 114, 141, 154, 215, 228, 230(b), 241, 242, 253, 254, 255, 256, 257, 258, 271, 276, 311, 312, 313, 390, and 503 of this title, which apply to nonstock corporations by their terms; (d) For purposes of this chapter: (3) A “nonprofit nonstock corporation” is a nonstock corporation that does not have membership interests; and” Official source (accessed 2026-10-02).
• 8 Del. C. § 215: “(b) Unless otherwise provided in the certificate of incorporation or the bylaws of a nonstock corporation, and subject to subsection (f) of this section, each member shall be entitled at every meeting of members to 1 vote on each matter submitted to a vote of members. A member may exercise such voting rights in person or by proxy, but no proxy shall be voted on after 3 years from its date, unless the proxy provides for a longer period. (c) Unless otherwise provided in this chapter, the certificate of incorporation or bylaws of a nonstock corporation may specify the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification in the certificate of incorporation or bylaws of a nonstock corporation: (1) One-third of the members of such corporation shall constitute a quorum at a meeting of such members; (2) In all matters other than the election of the governing body of such corporation, the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this chapter; (4) Where a separate vote by a class or group or classes or groups is required, a majority of the members of such class or group or classes or groups, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of members of the governing body, the affirmative vote of the majority of the members of such class or group or classes or groups present in person or represented by proxy at the meeting shall be the act of such class or group or classes or groups.” Official source (accessed 2026-10-02).
• 8 Del. C. § 228: “(b) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at a meeting of the members of a nonstock corporation, or any action which may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section. (c) A consent must be set forth in writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to therein unless consents signed by a sufficient number of holders or members to take action are delivered to the corporation in the manner required by this section within 60 days of the first date on which a consent is so delivered to the corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of the instruction or provision is provided to the corporation. If the person is not a stockholder or member of record when the consent is executed, the consent shall not be valid unless the person is a stockholder or member of record as of the record date for determining stockholders or members entitled to consent to the action. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. All references to a “consent” in this section means a consent permitted by this section. (e) If an action by consent under subsections (a) or (b) of this section has been taken by stockholders or members by less than unanimous consent, prompt notice of the taking of the action by consent shall be given to those stockholders or members as of the record date for the action by consent who have not consented and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent. The notice required by this subsection may be provided by a notice which constitutes a notice of internet availability of proxy materials under rules promulgated under the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq. In the event that the action which is consented to is such as would have required the filing of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that consent has been given in accordance with this section.” Official source (accessed 2026-10-02).
• Delaware Division of Corporations fee schedule (August 2026): “Amendment $214.00 $50.00 $200.00 $100.00 Restated Certificate of Incorporation - amends $214.00 $50.00 $200.00 $100.00 With the exception of Certificates of Incorporation, filing fees for exempt corporations will vary, please contact the Division for exempt filing fees. Amendment (Name Change) $100.00 $50.00 $200.00 $100.00 Amendment – foreign and domestic $200.00 $50.00 $200.00 $100.00 Amendment $200.00 $50.00 $200.00 $100.00 Amendment to Division $200.00 $50.00 $200.00 $100.00 Amendment – domestic $220.00 $50.00 $200.00 $100.00 Amendment - foreign $200.00 $50.00 $200.00 $100.00 Amendment to Division $220.00 $50.00 $200.00 $100.00 Amendment and Restated $500.00 $50.00 $200.00 $100.00 Amendment to Division $500.00 $50.00 $200.00 $100.00 Amendment $100.00 $50.00 $100.00 $50.00 Amendment $200.00 $50.00 $100.00 $50.00” Official source (accessed 2026-10-02).