Nonprofit Corporation Articles Amendment Approval and Filing in Illinois

At a glance

Requirements one by one

Proposal and vote

Section 110.05 permits an amendment that adds, changes, or removes a provision allowed in original articles when the amendment is made. For a corporation with members entitled to vote on amendments, § 110.20(a) directs the board to adopt a resolution setting out the proposal and to submit it at an annual or special member meeting. At a meeting with a quorum, the default approval is two-thirds of votes present and voted, in person or by proxy (§ 110.20(c)). The articles or bylaws may choose a lower or higher threshold, but not below a majority of votes cast (§ 110.20(d)).

If a class is entitled to vote separately, § 110.20(c) requires two-thirds of that class's votes present and voted; the governing documents can vary the percentage within the statutory floor. When the corporation has no members or no members entitled to vote on amendments, § 110.15 instead requires the affirmative vote of a majority of directors in office. Section 108.45 also permits unanimous written board action unless the articles or bylaws prohibit it.

Notice and member action outside a meeting

Section 110.20(b) requires notice with the amendment text or a summary. The ordinary member meeting window in § 107.15 is 5 to 60 days. Section 107.10(a) permits voting by mail, email, or another electronic ballot without a meeting unless articles or bylaws provide otherwise; the ballot stays open at least 5 days, must draw quorum-level participation, and still must satisfy the larger statutory amendment vote. Section 107.10(b) requires written notice of proposed informal action at least 5 days before it becomes effective. Unanimous written member consent is another route under § 107.10(d).

Filed text, signer, and effect

Under § 110.30(a), the corporation executes and files duplicate articles stating its name, each amendment's text, and the applicable board or member adoption statement. For a restatement, additional text and formation/name history plus the current office and agent are required; a substantive change made in the restatement must be identified. The articles also state a later effective date if chosen. Section 101.10(b)(2) places ordinary document signing with a listed corporate officer, with fallback director, member, or fiduciary signers in specified circumstances; subsection (c) requires the signer's name and capacity.

The Secretary of State files a conforming amendment (§ 110.30(b)). The statutory fee is $25, or $100 for a restatement (§ 115.10(b)). Under § 110.35(a), the amendment takes effect when filed or at a later stated time no more than 30 days after filing. A restatement supersedes prior articles when the amendment becomes effective (§ 110.35(c)).

What trips people up

The two-thirds threshold measures votes present and voted, not every outstanding vote (§ 110.20(c)). A separate class tally matters if class voting applies. For an informal member vote, § 110.30(a)(4)(ii) calls for the filing statement to identify compliance with § 107.10 instead of certifying a meeting vote.

Common questions

Can members approve an amendment by email ballot?

Section 107.10(a) permits an email or other electronic ballot unless the articles or bylaws say otherwise. It needs quorum-level participation, the amendment's required approval level, the ballot period, and the separate notice described above.

Does a restatement cost the same as an amendment?

No. Section 115.10(b) sets $100 for a restatement and $25 for an ordinary amendment.

Statutes and sources

• 805 ILCS 105/110.05, accessed October 1, 2026: “Sec. 110.05. Authority to amend articles of incorporation. (a) A corporation may amend its articles of incorporation at any time and from time to time to add a new provision or to change or remove an existing provision, provided that the articles as amended contain only such provisions as are required or permitted in original articles of incorporation at the time of amendment. The articles as amended must contain all the provisions required by subsection (a) of Section 102.10 of this Act except that the names and addresses of the initial directors may be omitted and the names of the initial registered agent or the address of the initial registered office may be omitted. (b) A corporation whose period of duration as provided in the articles of incorporation has expired may amend its articles of incorporation to revive its articles and extend the period of corporate duration, including making the duration perpetual, at any time within 5 years after the date of expiration.”
• 805 ILCS 105/110.15, accessed October 1, 2026: “Sec. 110.15. Amendment by Directors. Where a corporation has no members, or no members entitled to vote on amendments, one or more amendments shall be adopted by the board of directors upon receiving the affirmative vote of a majority of the directors in office.”
• 805 ILCS 105/110.20, accessed October 1, 2026: “Sec. 110.20. Amendments by Directors and Members. Where a corporation has members entitled to vote on amendments, one or more amendments shall be adopted in the following manner: (a) The board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on amendments which may be either an annual or a special meeting; (b) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote on amendments at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. If such meeting be an annual meeting, the proposed amendment, or a summary as aforesaid, may be included in the notice of such annual meeting; (c) At such meeting, at which there is a quorum of members, a vote of the members entitled to vote on the proposed amendment shall be taken. The proposed amendment shall be adopted by receiving the affirmative vote of at least 2/3 of the votes present and voted either in person or by proxy, unless any class of members is entitled to vote as a class in respect thereof, in which event the proposed amendment shall be adopted by receiving the affirmative vote of at least two-thirds of the votes of the class present and voted either in person or by proxy; (d) The articles of incorporation or the bylaws of a corporation may supersede the two-thirds vote requirement of subsection (c) by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on such amendment shall vote, either in person or by proxy, at a meeting at which there is a quorum.”
• 805 ILCS 105/110.30, accessed October 1, 2026: “Sec. 110.30. Articles of amendment. (a) Except as provided in Section 110.40 of this Act, the articles of amendment shall be executed and filed in duplicate in accordance with Section 101.10 of this Act and shall set forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If the amendment was adopted pursuant to Section 110.15 of this Act: (i) A statement that the amendment received the affirmative vote of a majority of the directors in office, at a meeting of the board of directors, and the date of the meeting; or (ii) A statement that the amendment was adopted by written consent, signed by all the directors in office, in compliance with Section 108.45 of this Act; (4) If the amendment was adopted pursuant to Section 110.20 of this Act: (i) A statement that the amendment was adopted at a meeting of members entitled to vote by the affirmative vote of the members having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation or the bylaws, and the date of the meeting; or (ii) A statement that the amendment was adopted by members entitled to vote having not less than the minimum number of votes necessary to adopt such amendment, as provided by this Act, the articles of incorporation, or the bylaws, in compliance with Section 107.10 of this Act. (5) If the amendment restates the articles of incorporation, the amendment shall so state and shall set forth: (i) The text of the articles as restated; (ii) The date of incorporation, the name under which the corporation was incorporated, subsequent names, if any, that the corporation adopted pursuant to amendment of its articles of incorporation, and the effective date of any such amendments; (iii) The address of the registered office and the name of the registered agent on the date of filing the restated articles. The articles as restated must include all the information required by subsection (a) of Section 102.10 of this Act, except that the articles need not set forth the information required by paragraphs 3, 4 or 5 thereof. If any provision of the articles of incorporation is amended in connection with the restatement, the articles of amendment shall clearly identify such amendment. (6) If, pursuant to Section 110.35 of this Act, the amendment is to become effective subsequent to the date on which the articles of amendment are filed, the date on which the amendment is to become effective. (7) If the amendment revives the articles of incorporation and extends the period of corporate duration, the amendment shall so state and shall set forth: (i) The date the period of duration expired under the articles of incorporation; (ii) A statement that the period of duration will be perpetual, or, if a limited duration is to be provided, the date to which the period of duration is to be extended; and (iii) A statement that the corporation has been in continuous operation since before the date of expiration of its original period of duration. (b) When the provisions of this Section have been complied with, the Secretary of State shall file the articles of amendment.”
• 805 ILCS 105/110.35, accessed October 1, 2026: “Sec. 110.35. Effect of amendment. (a) The amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly, as of the later of: (1) The filing of the articles of amendment by the Secretary of State; or (2) The time established under the articles of amendment, not to exceed 30 days after the filing of the articles of amendment by the Secretary of State. (b) If the amendment is made in accordance with the provisions of Section 110.40 of this Act, upon the filing of the articles of amendment by the Secretary of State, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly, without any action thereon by the directors or members of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and members of the corporation. (c) If the amendment restates the articles of incorporation, such restated articles of incorporation shall, upon such amendment becoming effective, supersede and stand in lieu of the corporation's preexisting articles of incorporation.”
• 805 ILCS 105/101.10, accessed October 1, 2026: “(b) Whenever any provision of this Act specifically requires any document to be executed by the corporation in accordance with this Section, unless otherwise specifically stated in this Act and subject to any additional provisions of this Act, such document shall be executed, in ink, as follows: (1) The articles of incorporation shall be signed by the incorporator or incorporators. (2) All other documents shall be signed: (i) By the president, a vice-president, the secretary, an assistant secretary, the treasurer, or other officer duly authorized by the board of directors of the corporation to execute the document and verified by him or her; or (ii) If it shall appear from the document that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or (iii) If it shall appear from the document that there are no such officers or directors, then by the members, or such of them as may be designated by the members at a lawful meeting; or (iv) If the corporate assets are in the possession of a receiver, trustee or other court-appointed officer, then by the fiduciary or the majority of them if there are more than one. (c) The name of a person signing the document and the capacity in which he or she signs shall be stated beneath or opposite his or her signature.”
• 805 ILCS 105/107.10, accessed October 1, 2026: “Sec. 107.10. Informal action by members entitled to vote. (a) Unless otherwise provided in the articles of incorporation or the bylaws, except for the dissolution of a not-for-profit corporation organized for the purpose of ownership or administration of residential property on a cooperative basis, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of the members entitled to vote, may be taken by ballot without a meeting in writing by mail, e-mail, or any other electronic means pursuant to which the members entitled to vote thereon are given the opportunity to vote for or against the proposed action, and the action receives approval by a majority of the members casting votes, or such larger number as may be required by the Act, the articles of incorporation, or the bylaws, provided that the number of members casting votes would constitute a quorum if such action had been taken at a meeting. Voting must remain open for not less than 5 days from the date the ballot is delivered; provided, however, in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets, the voting must remain open for not less than 20 days from the date the ballot is delivered. (b) Such informal action by members shall become effective only if, at least 5 days prior to the effective date of such informal action, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof. (c) In the event that the action which is approved is such as would have required the filing of a certificate under any other Section of this Act if such action had been voted on by the 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 members, that an informal vote has been conducted in accordance with the provisions of this Section and that written notice has been delivered as provided in this Section. (d) In addition, unless otherwise provided in the articles of incorporation or the bylaws, any action required by this Act to be taken at any annual or special meeting of the members entitled to vote, or any other action which may be taken at a meeting of members entitled to vote, may also be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be approved by all the members entitled to vote with respect to the subject matter thereof.”
• 805 ILCS 105/107.15, accessed October 1, 2026: “Sec. 107.15. Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.”
• 805 ILCS 105/107.60, accessed October 1, 2026: “Sec. 107.60. Quorum of members entitled to vote. Unless otherwise provided by the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the members, unless the vote of a greater number or voting by classes is required by this Act, the articles of incorporation or the bylaws. The articles of incorporation or bylaws may require any number or percent greater or smaller than one-tenth up to and including a requirement of unanimity to constitute a quorum”
• 805 ILCS 105/108.45, accessed October 1, 2026: “Sec. 108.45. Informal action by directors. (a) Unless specifically prohibited by the articles of incorporation or bylaws, any action required by this Act to be taken at a meeting of the board of directors of a corporation, or any other action which may be taken at a meeting of the board of directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be approved in writing by all of the directors and all of any nondirector committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. (b) The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. (c) Any such consent approved in writing by all the directors or all the committee members, as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State under this Act.”
• 805 ILCS 105/115.10, accessed October 1, 2026: “Sec. 115.10. Fees for filing documents. The Secretary of State shall charge and collect for: (a) Filing articles of incorporation, $50. (b) Filing articles of amendment, $25, unless the amendment is a restatement of the articles of incorporation, in which case the fee shall be $100.”