Nonprofit Corporation Articles Amendment Approval and Filing in Nebraska

At a glance

Requirements one by one

Board, member, and class approval

Under § 21-19,105, a corporation may change a permitted articles term or remove a nonrequired one. § 21-19,107(a) generally requires approval by the board for a public benefit or religious corporation unless the amendment concerns director number, composition, term, or selection. Members approve by the lesser of two-thirds of votes cast or a majority of voting power. § 21-19,108 gives affected classes separate votes: public benefit classes are protected for different treatment of voting rights, while mutual benefit classes have broader triggers including transfer and membership-count changes. Religious classes vote separately if the governing documents provide. § 21-19,116 allows the articles to require another specified person's written approval.

Memberless and board-only changes

Before directors are chosen in a corporation with no members, § 21-19,106(b) lets incorporators amend; afterward a majority of directors in office approves at a board meeting. § 21-19,106(a) also permits narrow board-only changes unless the articles provide otherwise, such as deleting initial director details or substituting a similar corporate-name designator.

Notice, consent, and filing

§ 21-19,107(d)-(e) requires a copy or summary of the proposal in member-meeting notice or written-consent/ballot solicitation. Under § 21-1954(a), written consent needs holders of at least 80% of voting power unless the articles or bylaws limit it; nonsigners receive notice, and required notice delays approval ten days (§ 21-1954(d)). The articles of amendment under § 21-19,109 state the adopted text and date, approval basis, class vote figures when members vote, and any required outside approval. § 21-1903 supplies the signer and copy requirement. § 21-1905(a)(11) sets $30 for a written filing or $25 electronically.

Effective time and restatement

§ 21-1906 makes filing the ordinary effective time and permits a delayed date within 90 days. Under § 21-19,110, a restatement carrying an amendment that needs member or designated-person approval follows that approval route.

What trips people up

A public or mutual benefit class may receive a separate amendment vote even when the articles and bylaws deny it a vote on that proposal (§ 21-19,108(f)). The memberless amendment route still requires notice of the board meeting that states its purpose and includes a copy or summary of the proposal (§ 21-19,106(b)).

Common questions

Can members increase the needed approval vote?

Yes. § 21-19,107(b) allows members to condition adoption on a higher affirmative percentage or another basis.

Can a restatement contain several amendments?

Yes. § 21-19,110(b) permits one or more amendments in a restatement, subject to their approval requirements.

Statutes and sources

• Neb. Rev. Stat. § 21-19,105: “A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,106(a): “Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) To delete the names and addresses of the initial directors; (3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (4) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name; or (5) To make any other change expressly permitted by the Nebraska Nonprofit Corporation Act to be made by director action.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,106(b): “If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to section 21-19,116. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,107(a): “Unless the Nebraska Nonprofit Corporation Act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved: (1) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (2) Except as provided in subsection (a) of section 21-19,106, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,107(b): “The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,107(c): “If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,107(d): “If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 21-1955. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,107(e): “If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,108(a): “The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,108(c): “The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,108(e): “Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,108(f): “A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,108(b): “The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would: (1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class; (2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class; (3) Increase or decrease the number of memberships authorized for that class; (4) Increase the number of memberships authorized for another class; (5) Effect an exchange, reclassification, or termination of the memberships of that class; or (6) Authorize a new class of memberships.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,109: “A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment's adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; and (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 21-19,116, a statement that the approval was obtained.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,110(a): “A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,110(b): “The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 21-19,107.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,110(c): “If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-19,116: “The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1903(f): “The document must be executed: (1) By the presiding officer of its board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1903(i): “The document must be delivered to the office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 21-1936 and 21-19,154), the correct filing fee, and any tax, license fee, or penalty required by the Nebraska Nonprofit Corporation Act or other law.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1905(a)(11): “Any other document required or permitted to be filed by the Nebraska Nonprofit Corporation Act: (i) If the filing is submitted in writing, the fee shall be $30; and (ii) If the filing is submitted electronically pursuant to section 84-511, the fee shall be $25.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1906(a): “Except as provided in subsection (b) of this section, a document is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's endorsement on the original document; or (2) At the time specified in the document as its effective time on the date it is filed.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1906(b): “A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1954(a): “Unless limited or prohibited by the articles or bylaws, action required or permitted by the Nebraska Nonprofit Corporation Act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.” Nebraska Legislature (accessed 2026-10-01).
• Neb. Rev. Stat. § 21-1954(d): “Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.” Nebraska Legislature (accessed 2026-10-01).