Nonprofit Corporation Articles Amendment Approval and Filing in Kentucky

At a glance

Requirements one by one

Approval of the change

§ 273.261 allows any change that leaves the articles lawful under the nonprofit chapter. If members are entitled to vote, § 273.263(1) requires the board to adopt a resolution describing the proposed amendment and submit it to an annual or special member meeting. The board's ordinary meeting act is a majority of directors present at a quorum under § 273.217(1), (3), unless a greater rule applies. The amendment passes with two-thirds of votes that the members present or represented by proxy are entitled to cast; abstaining votes remain in that denominator.

§ 273.201(1) lets the articles or bylaws limit, enlarge, or deny member or class voting rights. The amendment statute gives the vote to members entitled to vote on the proposal (§ 273.263(1)). If there are no members or no members entitled to vote, § 273.263(2) calls for a board meeting and the affirmative vote of a majority of directors in office, a different denominator from the board's ordinary meeting rule.

Notice and written consent

§ 273.263(1) requires the proposed amendment or a summary in notice to every member entitled to vote. Unless the articles or bylaws change it, § 273.197 puts the meeting notice 10 to 35 days before the meeting. § 273.267(3)(b) also expressly provides a filing statement for an amendment adopted by written consent signed by all members entitled to vote on it.

File the articles

Under § 273.267, the articles of amendment give the corporation's name and adopted change. For a member meeting, they state the meeting date, quorum, and two-thirds vote; for unanimous consent, they state that route. With no voting members, they state that fact, the board meeting date, and the majority-of-directors-in-office vote. § 14A.2-020(1)(a) permits the board chair, president, another officer, or a duly authorized representative to execute the corporation's filing. The corporation delivers it to the Secretary of State. The Secretary of State's nonprofit fee schedule lists $8 for an amendment.

§ 14A.2-070(1)–(2) makes the filed document effective on its filing date and time unless it specifies a later time or date. A delayed date may be at most 90 days after filing; if the document gives a date but no time, it takes effect at 5 p.m. Frankfort time. § 273.263(4) permits new amendments to be folded into restated articles; § 273.273 specifies the restatement approval and filed content.

What trips people up

The member threshold in § 273.263(1) uses votes the participating members are entitled to cast, rather than only votes actually cast. For corporations without voting members, the same section requires a majority of directors in office, so the ordinary board quorum rule in § 273.217(1), (3) does not replace that threshold. The Secretary of State lists a separate $16 fee for amended and restated nonprofit articles.

Common questions

Can the amendment be adopted by written member consent?

§ 273.267(3)(b) recognizes a filing statement that the amendment was adopted by consent in writing signed by every member entitled to vote on it.

May a restatement include a new amendment?

Yes. § 273.263(4) permits a proposed amendment to be incorporated in restated articles, with a statement identifying the new change and that the restated articles supersede earlier articles and amendments.

Statutes and sources

Verbatim excerpts of the current official statute PDFs and the Secretary of State nonprofit fee schedule appear in the source entries above.