Nonprofit Corporation Articles Amendment Approval and Filing in Massachusetts

At a glance

Requirements one by one

Governing act and amendment power

Chapter 180 § 7 permits a change of name or purposes and a restatement containing a permitted amendment. Its limit is temporal: added text must be suitable for original articles filed at the time of the meeting, and deleted text must be something original articles could then omit.

Member approval and vote

The § 7 denominator is members entitled to vote on the amendment, not merely votes cast at the meeting. For example, if 90 members are entitled to vote, 60 affirmative votes meet the statutory two-thirds fraction.

No-member route

Under § 3, when the corporation has no members, the same percentage of directors takes an action assigned to members. A corporation unable to comply with the usual vote may petition the state secretary under § 7A; the petition must explain the inability, list known officers and members, and bear an officer's or member's signature under penalties of perjury.

Filing and effective time

Chapter 156B § 72, incorporated by chapter 180 § 7, requires both an executive signature and a clerk signature under penalties of perjury. The amendment must set out its text and due adoption. Filing occurs after the secretary's approval and payment under § 6; § 11C(b) places the fee on an annually set schedule. The vote may authorize a later effective date, but § 72 caps it at 30 days after filing. For a restatement containing a new amendment, chapter 180 § 7 supplies the approval rule and chapter 156B § 74 supplies the signed restatement, amendment identification, and effective-time mechanics.

What trips people up

Section 6B calls for prior notice to members who can vote on some corporate matter but cannot vote on the proposed amendment. A defect in that particular notice does not invalidate the action under the section; that does not erase the duly called meeting requirement in § 7. The special name-change category identified in § 7, and a purpose change requiring a department's or officer's approval for a newly formed corporation, must receive the specified approval before the secretary approves and files the amendment.

Common questions

Can a nonvoting member count toward the two-thirds vote?

The denominator in § 7 is members entitled to vote on this amendment. Section 3 places class voting rights in the articles or bylaws, so check those rights before counting votes.

What if the corporation cannot obtain the ordinary vote?

Section 7A permits a petition to the state secretary explaining why compliance is impossible. The secretary may ask about attempted voting and direct further notice before deciding whether the proposed action has sufficient expressed support.

Statutes and sources

• Mass. Gen. Laws ch. 180, § 7 — “A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon ... at a meeting duly called for the purpose ... any amendment of its articles of organization”; “Articles of amendment shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-two of chapter one hundred and fifty-six B.” Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 180, § 3 — “If a corporation does not have members, any action or vote required or permitted by this chapter to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation.” Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 180, § 6B — “Such notice shall be given in any manner reasonably likely to make such members aware of the proposed action, and a defect in the giving of such notice shall not invalidate or otherwise affect such action.” Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 180, § 7A — “A corporation that is unable to comply with section seven or section ten may petition the state secretary for any amendment to its articles of organization, or for a restatement of its articles of organization, authorized by said section seven”. Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 180, § 11C — “Filing fees for the following shall be determined annually by the commissioner of administration”; “(b) For filing articles of amendment required by section seven.” Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 156B, § 72 — “articles of amendment signed under the penalties of perjury by the president or any vice president and by the clerk or assistant clerk, setting forth such amendment and the due adoption thereof, shall be submitted to the state secretary”; “a later effective date not more than thirty days after such filing”. Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 156B, § 6 — “upon such approval and payment of the fee provided in section one hundred and fourteen such document shall be deemed to be filed with the state secretary.” Official statute. Accessed 2026-10-01.
• Mass. Gen. Laws ch. 156B, § 74 — “The restated articles of organization may effect further amendments of the articles of organization”; “shall indicate in a manner prescribed by the state secretary each amendment effected by such restated articles of organization.” Official statute. Accessed 2026-10-01.