Nonprofit Corporation Articles Amendment Approval and Filing in Missouri

At a glance

Requirements one by one

Board and member approval

Under § 355.561, the board or members may initiate an amendment. Board approval is required for a public benefit corporation other than a qualifying church or church association when the amendment does not concern the number, composition, tenure, or selection of directors. The ordinary member threshold is two-thirds of votes cast or a majority of voting power, whichever is less. Members, or the board when it initiates or must approve, may impose a higher condition. A church or church association public benefit corporation follows § 355.561(6)'s member and any required written-approval route.

Class and other approval

Missouri Revised Statutes § 355.566 grants separate class voting rights when a public benefit class's voting rights change differently; mutual benefit corporations have more triggers involving memberships and class structure. The church category gets a class vote only if its articles or bylaws provide one. The ordinary required class vote uses the same two-thirds-cast-or-majority-power test. Section 355.606 (§ 355.606) permits a specified person's written approval to be required in the articles; that article provision cannot be amended without the person's approval.

No-member and board-only routes

Under § 355.556(2), incorporators act before directors are chosen, and after that a corporation with no members uses a majority of directors in office. Section 355.556(1) also permits listed narrow amendments without member approval unless the articles say otherwise, including deletion of initial directors' names and addresses and certain corporate-name substitutions.

Notice and nonmeeting approval

Section 355.561(4) requires a meeting notice stating the amendment purpose with a copy or summary; subsection 5 requires a copy or summary with a consent or ballot solicitation. Written consent under § 355.246 takes at least 80% of voting power, with notice afterward to nonsigning members. If that notice is required, the member approval becomes effective ten days after it is given. A ballot under § 355.266 must go to every member entitled to vote and satisfy both quorum and voting thresholds.

Filing and effective time

Missouri Revised Statutes § 355.571 requires the adopted text, adoption date, and the appropriate vote or outside-approval account in the filed articles. An officer signs under § 355.011(6)-(7); the document goes to the Secretary of State with an exact or conformed copy. Missouri Revised Statutes § 355.021(1)(8)-(9) sets the base amendment and amended-restatement fee at $5. Section 355.023 permits an additional $5 fee but expires December 31, 2026. Missouri Revised Statutes § 355.026 makes the filing date the default effective date and allows a stated later date within its 90-day limit. Under § 355.576, a restatement that changes the articles follows the amendment approval and filing details.

What trips people up

The special membership-termination rule in § 355.611 covers mutual benefit and nonchurch public benefit corporations. It requires two-thirds of votes cast by each class, not merely the ordinary aggregate member threshold. A mutual benefit board must give advance notice of the proposal's general nature, and a qualifying group of members may submit an opposition statement for the amendment notice. An amendment solely to bylaws follows a separate group of provisions; the articles route here uses §§ 355.551–.576.

Common questions

May a board make a simple name adjustment without a member vote?

Section 355.556(1)(4) allows the specified corporate-word substitutions or geographic attribution changes unless the articles provide otherwise. A different name change uses the ordinary approval route.

Does a restatement need a separate filing?

Yes. Section 355.576(8) requires articles of restatement containing the name, restated text, and approval certificate; an amended restatement follows the amendment vote.

Statutes and sources

• Mo. Rev. Stat. §§ 355.551, .556, .561, .566, .571, .576, .606, .611 — Amendment authority, voting, class rights, filing, restatement, and special termination. Official Missouri Revisor, § 355.561. Accessed 2026-10-01; each provision's official URL is recorded above.
• Mo. Rev. Stat. §§ 355.246, .266 — Member written consent and ballot. Official Missouri Revisor, § 355.246. Accessed 2026-10-01.
• Mo. Rev. Stat. §§ 355.011, .021, .023, .026 — Signer, fee, temporary surcharge, and effective date. Official Missouri Revisor, § 355.023. Accessed 2026-10-01.