Nonprofit Corporation Articles Amendment Approval and Filing in Louisiana
At a glance
| Governing act and amendment power | Nonprofit Corporation Law, R.S. 12:201 et seq.; articles may prescribe amendment method; cannot authorize net-asset distribution where previously barred (§ 12:237(A), (G)) |
|---|---|
| Board proposal and recommendation | Follow articles method; default is direct voting-member adoption; board or de facto board calls special meeting if unavailable-member route applies (§ 12:237(A), (B), (E)(1)) |
| Member approval and vote | Absent detailed articles method: two-thirds in interest of voting members present; majority of members is quorum (§ 12:237(B)) |
| Class, group, or other approval | Under statutory default, adversely affected class or series votes separately, including otherwise nonvoting class; two-thirds in interest present unless articles set at least a majority (§ 12:237(C)) |
| No-member and board-only routes | Articles-prescribed method controls; statutory fallback describes voting-member meeting, so it does not supply a no-member vote route (§ 12:237(A)–(B)) |
| Notice and nonmeeting approval | Default meeting: amendment or summary in notice sent at least 30 days before; unanimous written consent of all voting members can replace meeting (§§ 12:237(B), 12:233) |
| Amendment filing contents | Amendment text, adoption date and manner, votes for and against by each class or series, plus applicable reclassification recitals (§ 12:238(A)) |
| Signer, filing office, and fee | Officer executes in corporate name and acknowledges, or authentic act; file with Secretary of State and record parish copy; $95 amended-articles fee (§§ 12:238(A)–(C), 49:222(B)(2)(a)) |
| Effective time and restatement | Filed amendment generally effective upon Secretary of State recording, with 30-day delayed date or five-day acknowledgment relation-back; restatement with new change uses amendment method (§§ 12:238(B), 12:241(A), (C)) |
Requirements one by one
Choose the approval method
Under § 12:237(A), the corporation may amend by the method stated in its articles. If that method is missing or incomplete, § 12:237(B) allows two-thirds in interest of voting members present at an annual or special meeting to adopt the change. A majority of members constitutes the quorum for that vote. This member route does not require a separate preliminary board proposal. Where voting members are unavailable for the ordinary route, § 12:237(E)(1) allows the board or de facto governing board to call a special meeting; a petition by 20 percent in interest of voting members requires that call.
§ 12:237(G) prohibits an amendment that would turn a corporation barred from distributing net assets to members on dissolution into one permitted to distribute them. The chapter's default in § 12:237(B) describes a voting-member meeting; a corporation without voting members must examine its own articles-prescribed amendment method under § 12:237(A), rather than treating the member vote as a board-only rule.
Class votes and notice
Under § 12:237(C), a class or series whose rights would be adversely affected votes separately even if it ordinarily lacks a vote. The affected class needs two-thirds in interest of members present or represented, unless the articles set a larger or smaller fraction that is at least a majority in interest. The statute identifies altered preferences, redemption or preemptive rights, transfer restrictions, and voting rights as examples of adverse effects.
The default meeting notice in § 12:237(B) must contain the amendment or a summary and reach members at least 30 days beforehand. The alternative unavailable-member meeting under § 12:237(E)(2) adds written notice plus local newspaper advertising or posting. Under § 12:231(3) and § 12:237(H), an adjourned second meeting after lack of a quorum can proceed with any number of members present after another notice attempt. § 12:233 permits an amendment that needs a member vote to be approved without a meeting by written consent of all members with voting power on that question, filed with a secretary's certificate.
File and record the amendment
§ 12:238(A) calls for articles of amendment stating the change, adoption date and manner, and votes for and against by each class or series. A corporate officer executes them in the corporation's name and acknowledges the signature; an authentic act is an alternative. The Secretary of State files and records the articles after required fees are paid, and a multiple original or certified copy goes to the recorder of mortgages in the registered-office parish (§ 12:238(B)–(C)).
Effective October 1, 2026, § 49:222(B)(2)(a), as amended by 2026 La. Act 921, § 1, charges $95 for filing and recording amended nonprofit articles. The act's § 2 says, “Section 2. This Act shall become effective on October 1, 2026.” § 12:238(B) ordinarily makes the amendment effective as of the Secretary of State filing date and endorsed hour. A date and time up to 30 days after delivery may be specified. If filed within five days, excluding legal holidays, after acknowledgment or authentic-act execution, the amendment instead relates back to that act's time.
What trips people up
§ 12:237(E) is a special unavailable-member route, with additional public notice; it does not turn an ordinary amendment into a board-only action. A restatement can contain a new amendment only if that change was adopted by an applicable method under § 12:241(A); § 12:241(C) uses the articles-of-amendment filing and recording process.
Common questions
Can members approve by written consent?
Yes, if every member with voting power on the question signs the written consent and the consent and secretary's certificate are filed with the member records (§ 12:233(A)–(B)).
Does a restatement replace prior articles?
Yes. Under § 12:241(D), once the restated articles take effect, they supersede the original articles and prior amendments.
Statutes and sources
The statute entries above contain verbatim current-law excerpts, official section URLs, and access dates. The October 2026 fee is grounded in the official enacted Act 921 text.
Source links
Every statute quoted above, linked, with the date we checked it.
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