Nonprofit Corporation Articles Amendment Approval and Filing in Idaho

At a glance

Requirements one by one

Approval and member vote

§ 30-30-701 permits adding or changing a provision allowed in the articles or deleting one no longer required. Under § 30-30-703(1), board approval ordinarily accompanies the member vote, but the board approval condition excludes changes to director number, board composition, director terms, or selection method. Members approve by the lesser of two-thirds of votes cast or a majority of voting power. The articles, bylaws, members, or board may set a higher approval condition under § 30-30-703(1)-(3).

Separate class and designated-person approval

§ 30-30-704 gives an affected class its own vote for listed changes, including different treatment of voting or transfer rights, membership-count changes, or creation of a new class. An amendment dividing a class also needs approval from the resulting classes. A required class vote uses the lesser of two-thirds of class votes cast or a majority of class voting power, with the religious-corporation document exception. Under § 30-30-801, the articles may require a specified person's written approval, including to change that approval requirement.

No-member and limited board-only changes

If the corporation has no members, § 30-30-702(2) assigns amendment authority to incorporators until directors are chosen, then to the board; approval requires a majority of directors in office. The notice of a meeting to vote on the amendment must give its purpose and a copy, summary, or general description. § 30-30-702(1) separately allows limited amendments without member approval unless the articles say otherwise, such as deleting initial directors' details or making a narrow corporate-name change.

Notice, filing, and effective time

§ 30-30-703(4)-(5) requires a copy or summary with the member meeting notice or written consent, ballot, or absentee-ballot solicitation. Written consent under § 30-30-504(1) generally needs holders of 80% of voting power; nonsigners receive notice and approval takes effect ten days after required notice (§ 30-30-504(4)). The filed articles under § 30-30-705 identify the corporation, adopted text and date, the approval basis and class vote figures when relevant, and any required outside approval. A presiding board officer, president, or other officer signs under § 30-30-102(1).

§ 30-21-214(b)(36) sets a $30 filing fee. Its subsection (f) adds a conditional $20 manual-entry surcharge for a qualifying form. Under § 30-21-203, a filing normally takes effect when filed or at a specified later time; a permitted delayed date is at most 90 days after filing. § 30-30-706 requires an amended restatement to obtain the approvals applicable to its amendments and to file articles of restatement with an approval certificate.

What trips people up

A nonreligious affected class can have a separate vote even if the articles and bylaws otherwise deny it a vote on that proposal (§ 30-30-704(5)). Board approval of a director-structure change is excepted by § 30-30-703(1)(a), but that exception does not remove the ordinary member approval in subsection (1)(b).

Common questions

Can members increase the vote needed?

Yes. § 30-30-703(2) permits members to condition adoption on a higher affirmative percentage or another basis.

Can a restatement also change the articles?

Yes. § 30-30-706(2) permits a restatement to include amendments, which follow the amendment approval process when member or other-person approval is required.

Statutes and sources

• Idaho Code § 30-30-701: “A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-702: “(1) Unless the articles provide otherwise, a corporation’s board of directors may adopt one (1) or more amendments to the corporation’s articles without member approval: (a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) To delete the names and addresses of the initial directors; (c) To change the information required by section 30-21-404(a)(1), Idaho Code; (d) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or (e) To make any other change expressly permitted by this act to be made by director action. (2) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation’s articles subject to any approval required pursuant to section 30-30-801, Idaho Code. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 30-30-614(3), Idaho Code. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-703: “(1) Unless this act, the articles, bylaws, the members, acting pursuant to subsection (2) of this section, or the board of directors, acting pursuant to subsection (3) of this section, require a greater vote or voting by class, an amendment to a corporation’s articles to be adopted must be approved: (a) By the board, if the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (b) Except as provided in section 30-30-702(1), Idaho Code, by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (c) In writing by any person or persons whose approval is required by a provision of the articles authorized in this section. (2) The members may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any other basis. (3) If the board initiates an amendment to the articles or board approval is required in subsection (1) of this section to adopt an amendment to the articles, the board may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or any other basis. (4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 30-30-505, Idaho Code. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot or absentee ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-704: “(1) The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would: (a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class; (b) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (c) Increase or decrease the number of memberships authorized for that class; (d) Increase the number of memberships authorized for another class; (e) Effect an exchange, reclassification or termination of the memberships of that class; or (f) Authorize a new class of memberships. (2) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws. (3) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a corporation, the amendment must be approved by the members of each class that would be created by the amendment. (4) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (5) A class of members of a corporation, except a religious corporation, is entitled to the voting rights granted in this section although the articles and bylaws provide that the class may not vote on the proposed amendment.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-705: “A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment’s adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. (6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-801, Idaho Code, a statement that the approval was obtained.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-706: “(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (2) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 30-30-703, Idaho Code. (3) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-706: “(8) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (b) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 30-30-705, Idaho Code; and (c) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 30-30-801, Idaho Code, a statement that such approval was obtained. (9) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-801: “The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-102: “(1) Except as otherwise permitted by subsection (2) of this section, a record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (a) By the presiding officer of its board of directors of a domestic or foreign nonprofit corporation, by its president, or by another of its officers; (b) If the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-504: “(1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-30-504: “(4) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-21-203: “Except as otherwise provided in this act and subject to section 30-21-205(d), Idaho Code, an entity filing is effective: (1) On the date and at the time of its filing by the secretary of state as provided in section 30-21-206, Idaho Code; (2) On the date of filing and at the time specified in the entity filing as its effective time, if later than the time under subsection (1) of this section; (3) If permitted by this act, at a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or (4) If a delayed effective date as permitted by this act is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-21-214: “(36) Amendment of articles of incorporation .................. $30.00” Idaho Legislature (accessed 2026-10-01).
• Idaho Code § 30-21-214: “The secretary of state shall collect a surcharge of twenty dollars ($20.00) for filing any form that is not generated by the secretary of state’s electronic filing system and that requires manual data entry; provided, however, that no surcharge for manual data entry shall be collected under this subsection for any form that is not available for online filing by the secretary of state’s electronic filing system.” Idaho Legislature (accessed 2026-10-01).