Nonprofit Corporation Articles Amendment Approval and Filing in Minnesota
At a glance
| Governing act and amendment power | Minnesota Nonprofit Corporation Act, ch. 317A; include/modify required or permitted article provision or omit one not required (§ 317A.131). |
|---|---|
| Board proposal and recommendation | Ordinary amendment needs majority of all directors; member-proposed and approved amendment may force special board meeting within 60 days (§ 317A.133, subd. 2). |
| Member approval and vote | Majority of voting members present and entitled, also majority of required quorum; 10% default quorum; articles/bylaws may require more (§§ 317A.133, subd. 2; .443, subd. 1; .451, subd. 1). |
| Class, group, or other approval | Articles or bylaws may require approval by a member class; greater director/member votes also permitted (§ 317A.133, subds. 4–5). |
| No-member and board-only routes | No voting members: majority of incorporators before directors, then majority of all directors; voting members may authorize board amendment power and later revoke it (§ 317A.133, subds. 1, 3). |
| Notice and nonmeeting approval | Board proposal needs member meeting notice with substance; unanimity for written member action, or ballot with meeting-equivalent quorum/vote unless documents limit it (§§ 317A.133, subd. 2; .445; .447). |
| Amendment filing contents | Corporate name, adopted amendment, adoption-under-chapter statement, plus unchanged-text statement for board-only restatement (§ 317A.139). |
| Signer, filing office, and fee | Signed document delivered to Secretary of State with $35 filing fee (§§ 317A.011, subd. 8; .151, subd. 1). |
| Effective time and restatement | Effective on filing or specified time within 31 days; restatement without change may be board-only, while amended restatement follows applicable approval (§§ 317A.151, subd. 2; .133, subd. 1; .141, subd. 3). |
Requirements one by one
Board and member approval
Under § 317A.133, subd. 2, an ordinary amendment needs an affirmative vote of a majority of all directors plus voting-member approval. Members may themselves propose and approve an amendment; if no regular board meeting will occur within 60 days, they may demand a special one within 60 days to consider it. Under § 317A.443, subd. 1, the usual member act takes a majority of eligible voters present, and that affirmative number must also exceed half the required quorum. Under § 317A.451, subd. 1, the default quorum is at 10% of eligible members; articles or bylaws may vary it.
Class and delegated board approval
Sections 317A.133, subds. 4–5 permit articles or bylaws to demand greater board/member votes and a class vote. Under § 317A.133, subd. 3, voting members may authorize the board to amend articles without another member vote and may later revoke that authority prospectively. The board then needs a majority of all directors unless governing documents or the authorizing member resolution require more.
No-voting-member and nonmeeting routes
Under § 317A.133, subd. 1, a majority of incorporators may amend by written action before directors are named or elected if there are no voting members. Once directors exist, a majority of all directors may amend if there are no voting members. Under § 317A.445, a meeting may be replaced by unanimous written or authenticated electronic member action. Under § 317A.447(a), an amendment ballot is permitted, unless articles or bylaws limit it, if every entitled voter receives one and meeting-equivalent quorum and approval tests are met.
Filing and effectiveness
Under § 317A.139, the articles state the corporate name, adopted amendment, and statement of adoption under Chapter 317A. A board-only restatement also states that corresponding existing provisions are unchanged. Under § 317A.011, subd. 8, the document is signed and delivered to the Secretary of State with a $35 filing fee; § 317A.151, subd. 1 requires filing. The amendment is effective on filing or at another stated time within 31 days after filing under subdivision 2. Under § 317A.141, subd. 3, an effective full restatement supersedes earlier articles and amendments.
What trips people up
A board-only restatement of unchanged articles is allowed by § 317A.133, subd. 1. A restatement that changes the articles follows the ordinary approval or authorized-board route. The $70 total in § 317A.151, subd. 2 applies to incorporation: it combines a $35 incorporation fee and the $35 filing fee. The amendment filing uses the $35 filing definition in § 317A.011, subd. 8.
Common questions
Can voting members later take back board amendment authority?
Yes. Under § 317A.133, subd. 3(c), they may prospectively revoke it at a meeting called for that purpose.
Must members meet in person to approve an amendment?
No. Under § 317A.445, members may take unanimous written or authenticated electronic action, and § 317A.447 permits a ballot subject to its delivery, quorum, and approval rules.
Statutes and sources
- Minn. Stat. §§ 317A.131, .133, .139, .141, .151 — amendment power, approvals, filing, and effect. Minnesota Revisor, § 317A.133. Accessed 2026-10-01; individual section URLs and quotes appear above.
- Minn. Stat. §§ 317A.011, .443, .445, .447, .451 — filing fee and signature, member vote, consent, ballot, and quorum. Minnesota Revisor, § 317A.011. Accessed 2026-10-01.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Minnesota law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Minnesota law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace