Nonprofit Corporation Articles Amendment Approval and Filing in Kansas

At a glance

Requirements one by one

Governing-body and member approval

Under § 17-6602(a), a nonstock corporation with members may amend its articles to include provisions lawful in original articles. § 17-6602(b)(3) says the governing body first resolves to propose the amendment and declares it advisable. A majority of all governing-body members must vote for it. Member approval is an additional step if the articles require a specified number or percentage of members or a class to approve. § 17-6002(a)(4)(B) permits membership classes and voting rights to be set in the articles or bylaws. § 17-6602(b)(4) protects an article-set higher vote against amendment by a lower one.

Before any members

§ 17-6601(b)-(c) allows a majority of incorporators to amend before directors are named or elected; once the governing body exists, its majority acts. The certificate must set out the amendment and certify that the corporation has no members and that adoption followed the section.

Member notice and certificate

If the articles require member approval, § 17-6602(b)(3) sends the proposal to members or the specified class under the applicable stock-amendment submission procedure. § 17-6512(b) ordinarily requires meeting notice 10 to 60 days before the meeting. The certificate sets out the amendment and certifies due adoption under § 17-6602(b)(3). § 17-7908(a) supplies the eligible signer; § 17-7910(a) requires delivery to the Secretary of State. The current Form BEA lists $20 for a nonprofit paper amendment.

Effective time and restatement

Under § 17-7911, the certificate is effective on filing unless it specifies a later date within 90 days. § 17-6605 permits restated articles; a restatement that also amends follows the applicable amendment approval procedure and filing rules.

What trips people up

The governing body may abandon a proposed amendment before the filing takes effect, even after any required member authorization (§ 17-6602(c)). A pre-member amendment under § 17-6601(b) generally relates back to the original articles' effective date, but for persons substantially and adversely affected it operates from the amendment filing date.

Common questions

Must the certificate carry an ink signature?

No. § 17-7910(a) permits facsimile, conformed, electronic, or electronically transmitted signatures.

Can one certificate cover several changes?

Yes. § 17-6602(a) allows amendments in as many lawful respects as desired.

Statutes and sources

• K.S.A. § 17-6601(b)-(c): “(b) The amendment of the articles of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original articles of incorporation or have not yet been elected, or, if directors were named in the original articles 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 the provisions of this section shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910 , and amendments thereto. Upon the effectiveness of such filing, the corporation's articles of incorporation shall be deemed to be amended accordingly as of the date on which the original articles 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 shall apply to a nonstock corporation before such corporation has any members, except that all references to directors shall be deemed to be references to members of the governing body of the corporation.” Official source (accessed 2026-10-01).
• K.S.A. § 17-6602(a): “(a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it 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, would contain only such provisions as it would be lawful and proper to insert in an original articles of incorporation filed at the time of the filing of the amendment.” Official source (accessed 2026-10-01).
• K.S.A. § 17-6602(b)(3): “(3) If the corporation is a nonstock corporation, then the governing body of the corporation 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 and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911 , and amendments thereto. The articles 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 articles of incorporation of a stock corporation. In the event of the adoption of such amendment, a certificate evidencing such amendment shall be executed and filed and shall become effective in accordance with K.S.A. 17-7908 through 17-7911 , and amendments thereto.” Official source (accessed 2026-10-01).
• K.S.A. § 17-6602(b)(4): “(4) Whenever the articles 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 code, the provision of the articles of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote.” Official source (accessed 2026-10-01).
• K.S.A. § 17-6602(c): “(c) The resolution authorizing a proposed amendment to the articles 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 2026-10-01).
• K.S.A. § 17-6002(a)(4)(B)(ii)-(iii): “(ii) Nonstock corporations may provide for classes or groups of members having relative rights, powers and duties, and may make provision for the future creation of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. Except as otherwise provided in this code, nonstock corporations may also provide that any member or class or group of members shall have full, limited or no voting rights or powers, including that any member or class or group of members shall have the right to vote on a specified transaction even if that member or class or group of members does not have the right to vote for the election of the members of the governing body of the corporation. Voting by members of a nonstock corporation may be on a per capita, number, financial interest, class, group or any other basis set forth. (iii) The provisions referred to in paragraph (4)(B)(ii) may be set forth in the articles of incorporation or bylaws.” Official source (accessed 2026-10-01).
• K.S.A. § 17-6512(b): “(b) Unless otherwise provided in this code, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.” Official source (accessed 2026-10-01).
• K.S.A. § 17-7908(a)(1): “(1) The articles of incorporation for all corporations, and any other document to be filed before the election of the initial board of directors, if the initial directors were not named in the articles of incorporation, shall be signed by the incorporator or incorporators or, in the case of any such other document, such incorporator's or incorporators' successors and assigns. If any incorporator is not available, then any such other document may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the articles of incorporation, was acting directly or indirectly as an employee or agent, except that such other document shall state that such incorporator is not available and the reason therefore, that such incorporator in executing the articles of incorporation was acting directly or indirectly as an employee or agent for or on behalf of such person and that such person's signature on such instrument is otherwise authorized and not wrongful.” Official source (accessed 2026-10-01).
• K.S.A. § 17-7908(a)(2): “(2) All documents related to a corporation that are not addressed by subsection (a)(1), shall be signed: (A) By any authorized officer of the corporation; (B) if it appears from the document that there are no such officers, by a majority of the directors or by such directors as may be designated by the board; (C) if it appears from the document that there are no such officers or directors, by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or (D) by the holders of record of all outstanding shares of stock.” Official source (accessed 2026-10-01).
• K.S.A. § 17-7910(a): “(a) The original signed document shall be delivered to the office of the secretary of state, where the document shall be recorded in an electronic medium. Any signature on documents authorized to be filed with the secretary of state under the provisions of this act may be a facsimile, a conformed signature, an electronic signature or an electronically transmitted signature;” Official source (accessed 2026-10-01).
• K.S.A. § 17-7911: “Any document that is required by this act to be filed with the secretary of state shall be effective upon its filing date. Any document may provide that it is not to become effective until a specified date subsequent to its filing date, but such date shall not be later than 90 days after its filing date.” Official source (accessed 2026-10-01).
• K.S.A. § 17-6605(a)-(e): “(a) Whenever it is desired, a corporation may integrate into a single instrument all of the provisions of its articles of incorporation which are then in effect and operative as a result of there having been filed with the secretary of state one or more certificates or other instruments pursuant to any of the sections referred to in K.S.A. 17-6004 , and amendments thereto. Such corporation may at the same time also further amend its articles of incorporation by adopting a restated articles of incorporation. (b) If the restated articles of incorporation merely restate and integrate but do not further amend the articles of incorporation, as theretofore amended or supplemented by any instrument that was filed pursuant to any of the sections mentioned in K.S.A. 17-6004 , and amendments thereto, such restated articles may be adopted by the board of directors without a vote of the stockholders, or they 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 K.S.A. 17-6602 , and amendments thereto, for amendment of the articles of incorporation shall be applicable. If the restated articles of incorporation restate and integrate and also further amend in any respect the articles of incorporation, as theretofore amended or supplemented, they shall be proposed by the directors and adopted by the stockholders in the manner and by the vote prescribed by K.S.A. 17-6602 , and amendments thereto, or, if the corporation has not received any payment for any of its stock, in the manner and by the vote prescribed by K.S.A. 17-6601 , and amendments thereto. (c) Any restated articles of incorporation shall be specifically designated as such in the heading. They shall state, either in the 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 articles of incorporation with the secretary of state. Any restated articles shall also state that they were duly adopted by the directors or stockholders, as the case may be, in accordance with the provisions of this section. If they were adopted by the board of directors without a vote of the stockholders unless adopted pursuant to the provisions of K.S.A. 17-6601 , and amendments thereto, or without vote of the members pursuant to K.S.A. 17-7910 , and amendments thereto, they shall state that they only restate and integrate and do not further amend, except, if applicable, as permitted under K.S.A. 17-6002 (a)(1) and (b)(1), and amendments thereto, the provisions of the corporation's articles of incorporation as theretofore amended or supplemented, and that there is no discrepancy between those provisions and the provisions of the restated articles. A restated articles of incorporation may omit: (1) Such provisions of the original articles of incorporation which named the incorporator or incorporators, the initial board of directors, and the original subscribers for shares; and (2) such provisions contained in any amendment to the articles 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) Any restated articles of incorporation shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910 , and amendments thereto, and upon such restated articles of incorporation becoming effective in accordance with K.S.A. 17-7911 , and amendments thereto. The corporation's original articles of incorporation, as theretofore amended or supplemented, shall be superseded and the restated articles of incorporation, including any further amendments or changes made thereby, shall be the articles of incorporation of the corporation, but the original date of incorporation shall remain unchanged. (e) Any amendment or change effected in connection with the restatement and integration of the articles of incorporation shall be subject to any other provision of this code, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.” Official source (accessed 2026-10-01).
• Kansas Secretary of State, Form BEA (rev. June 12, 2026): “Not-for-profit corporation paper filing:............. $20” Official source (accessed 2026-10-01).