Nonprofit Corporation Articles Amendment Approval and Filing in North Carolina

At a glance

Approval

Section 55A-10-01 allows a nonprofit to add or change a provision permitted or required in its articles at the amendment's effective date, or delete one no longer required. If members may vote, § 55A-10-03(a)(1) requires either board approval or written approval by the number of members who can demand a special meeting under § 55A-7-02(a)(2), generally holders of 10% of votes on the issue. Voting members then approve by two-thirds of votes cast or a majority of votes entitled to be cast, whichever is less (§ 55A-10-03(a)(2)). A higher threshold or other condition can apply.

Section 55A-10-04 gives charitable and religious corporations a separate class vote when voting rights change differently among classes. Its triggers are wider for other nonprofits, including specified membership-right changes, a class split, and a new class. An affected class approves by two-thirds of its votes cast or a majority of votes entitled to be cast by it, whichever is less. Articles or bylaws may also require a specified person's written approval (§ 55A-10-30).

When no members can vote, § 55A-10-02(b) lets incorporators act until directors are chosen and then requires a majority of directors in office after five days' written meeting notice. Section 55A-10-02(a) separately permits only listed board amendments without member approval, unless the articles say otherwise; its name-change route is limited to specified wording or geographic changes.

Notice, filing, and effect

Meeting or solicitation material for voting members must include the proposed amendment or a summary (§ 55A-10-03(d)-(e)). Section 55A-7-05(c) gives the ordinary meeting notice window as 10 to 60 days, or at least 30 days for slower mail. All voting members may sign written consent under § 55A-7-04; written ballots and electronic voting under § 55A-7-08 need quorum-level participation and the amendment's required approval.

Articles of amendment state the name, full amendment text, adoption date and approval statements; if members did not approve, the filing briefly explains why (§ 55A-10-05). The signer comes from § 55A-1-20, and § 55D-10 requires delivery to the Secretary of State with the fee. Section 55A-1-22(a)(10) sets the amendment fee at $25. Filing normally makes the document effective, but § 55D-13 permits a later filing-day time or a delayed effective date and time no more than 90 days after filing. A restatement containing an amendment follows its required approvals, files the restated articles and certificate (§ 55A-10-06), and costs $25 under § 55A-1-22(a)(12).

Statutes and sources

• N.C. Gen. Stat. § 55A- 10-01, accessed October 1, 2026: “Article 10. Amendment of Articles of Incorporation and Bylaws. Part 1. Amendment of Articles of Incorporation. § 55A‑10‑01. Authority to amend. (a) 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 of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. (b) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, distribution entitlement, or purpose or duration of the corporation. (1955, c. 1230; 1993, c. 398, s. 1.)”
• N.C. Gen. Stat. § 55A- 10-02, accessed October 1, 2026: “§ 55A‑10‑02. Amendment by board of directors. (a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without member approval: (1) To delete the names and addresses of the initial directors; (2) 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; (3) 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 (4) To make any other change expressly permitted by this Chapter to be made by director action. (b) If a corporation has no members entitled to vote thereon, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles of incorporation subject to any approval required pursuant to G.S. 55A‑10‑30. The corporation shall provide at least five days' written notice of any meeting at which an amendment is to be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted. (1955, c. 1230; 1981, c. 372; 1985 (Reg. Sess., 1986), c. 801, ss. 36, 37; 1993, c. 398, s. 1.)”
• N.C. Gen. Stat. § 55A- 10-03, accessed October 1, 2026: “§ 55A‑10‑03. Amendment by directors and members. (a) If the corporation has members entitled to vote thereon, then, unless this Chapter, the articles of incorporation, 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 of incorporation to be adopted shall be approved: (1) By the board or in lieu thereof in writing by the number or proportion of members entitled under G.S. 55A‑7‑02(a)(2) to call a special meeting to consider such amendment; (2) By the members entitled to vote thereon by two‑thirds of the votes cast or a majority of the votes entitled to be cast on the amendment, whichever is less; and (3) In writing by any person or persons whose approval is required by a provision of the articles of incorporation authorized by G.S. 55A‑10‑30. (b) The members entitled to vote thereon may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the articles of incorporation or board approval is required by subsection (a) of this section to adopt an amendment to the articles of incorporation, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis. (d) If the board or the members seek to have the amendment approved by the members entitled to vote thereon at a membership meeting, the corporation shall give notice of the membership meeting to those members in accordance with G.S. 55A‑7‑05. The notice shall 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. (e) If the board or the members seek to have the amendment approved by the members entitled to vote thereon by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. (1955, c. 1230; 1981, c. 372; 1985 (Reg. Sess., 1986), c. 801, ss. 36, 37; 1993, c. 398, s. 1; 1995, c. 400, s. 4.)”
• N.C. Gen. Stat. § 55A- 10-04, accessed October 1, 2026: “§ 55A‑10‑04. Class voting by members on amendments. (a) The members of a class in a charitable or religious corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment would affect the rights of that class as to voting in a manner that is different from the manner in which the amendment would affect another class. (b) The members of a class in a corporation other than a charitable or religious corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation 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 that is different from the manner in which the amendment would affect another class; (2) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships 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. (c) If a class is to be divided into two or more classes as a result of an amendment to the articles of incorporation, the amendment shall be approved by the members of each class that would be created by the amendment. (d) If a class vote is required to approve an amendment to the articles of incorporation of a corporation, the amendment shall be approved by the members of the class by two‑thirds of the votes cast by the class or a majority of the votes entitled to be cast by the class on the amendment, whichever is less. (e) A class of members is entitled to the voting rights granted by this section although the articles of incorporation and bylaws provide that the class shall not vote on the proposed amendment. (1993, c. 398, s. 1.)”
• N.C. Gen. Stat. § 55A- 10-05, accessed October 1, 2026: “§ 55A‑10‑05. Articles of amendment. A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing 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 brief explanation of why member action was not required, 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, a statement that member approval was obtained as required by this Chapter; (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to G.S. 55A‑10‑30, a statement that the approval was obtained. (1955, c. 1230; 1993, c. 398, s. 1.)”
• N.C. Gen. Stat. § 55A- 10-06, accessed October 1, 2026: “§ 55A‑10‑06. Restated articles of incorporation. (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. (b) The restated articles of incorporation may include one or more amendments to the articles of incorporation. If the restated articles of incorporation include an amendment requiring approval by the members or any other person, it shall be adopted as provided in G.S. 55A‑10‑03. (c) If the board of directors submits restated articles of incorporation for member action, the corporation shall notify in writing each member entitled to vote on the proposed amendment of the membership meeting in accordance with G.S. 55A‑7‑05. The notice shall (i) state that the purpose, or one of the purposes, of the meeting is to consider the proposed restated articles of incorporation, (ii) contain or be accompanied by a copy of the proposed restated articles of incorporation, and (iii) identify any amendment or other change they would make in the articles of incorporation. (d) If the restated articles of incorporation include an amendment requiring approval pursuant to G.S. 55A‑10‑30, the board of directors shall submit the restated articles of incorporation for such approval. (e) A corporation restating its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement which shall: (1) Set forth the name of the corporation; (2) Attach as an exhibit thereto the text of the restated articles of incorporation; (3) State whether the restated articles of incorporation contain an amendment to the articles of incorporation requiring member approval and, if they do not, that the board of directors adopted the restated articles of incorporation; (4) If the restated articles of incorporation contain an amendment to the articles of incorporation requiring member approval, state that member approval was obtained as required by this Chapter; and (5) If the restated articles of incorporation contain an amendment to the articles of incorporation requiring approval by a person whose approval is required pursuant to G.S. 55A‑10‑30, state that such approval was obtained. (f) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (g) The Secretary of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the other information required by subsection (e) of this section. (1965, c. 762; 1993, c. 398, s. 1.)”
• N.C. Gen. Stat. § 55A- 10-30, accessed October 1, 2026: “Part 3. Articles of Incorporation and Bylaws. § 55A‑10‑30. Approval by third persons. The articles of incorporation or bylaws may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors. Such a provision in the articles of incorporation or bylaws may only be amended with the approval in writing of such person or persons. (1993, c. 398, s. 1; 1995, c. 509, s. 30.)”
• N.C. Gen. Stat. § 55A- 1-20, accessed October 1, 2026: “Part 2. Filing Documents. § 55A‑1‑20. Filing requirements. (a) A document required or permitted by this Chapter to be filed by the Secretary of State must be filed under Chapter 55D of the General Statutes. (b) A document submitted on behalf of a domestic or foreign corporation must be executed: (1) By the presiding officer of its board of directors, 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. (1955, c. 1230; 1967, c. 13, s. 2; c. 823, s. 21; 1985 (Reg. Sess., 1986), c. 801, s. 2; 1993, c. 398, s. 1; 1999‑369, s. 2.1; 2001‑358, s. 7(a); 2001‑387, ss. 32, 155, 173, 175(a); 2001‑413, s. 6.)”
• N.C. Gen. Stat. § 55A- 1-22, accessed October 1, 2026: “(10) Amendment of articles of incorporation $25.00 (11) Restated articles of incorporation without amendment of articles $10.00 (12) Restated articles of incorporation with amendment of articles $25.00”
• N.C. Gen. Stat. § 55A- 7-02, accessed October 1, 2026: “§ 55A‑7‑02. Special meeting. (a) A corporation with members shall hold a special meeting of members in any of the following circumstances: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws. (2) Within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (b) If not otherwise fixed under G.S. 55A‑7‑03 or G.S. 55A‑7‑07, the record date for determining members entitled to demand a special meeting is the date the first member signs the demand. (c) Special meetings of members may be held (i) in person in or out of this State at the place stated in or fixed in accordance with the bylaws or (ii) by means of remote communication as provided in G.S. 55A‑7‑09. If no place is stated or fixed in accordance with the bylaws, in‑person special meetings shall be held at the corporation's principal office. (d) Only those matters that are within the purpose or purposes described in the meeting notice required by G.S. 55A‑7‑05 may be acted upon at a special meeting of members. (1955, c. 1230; 1993, c. 398, s. 1; 2021‑162, s. 2(g).)”
• N.C. Gen. Stat. § 55A- 7-04, accessed October 1, 2026: “§ 55A‑7‑04. Action by written consent. (a) Action required or permitted by this Chapter to be taken at a meeting of members may be taken without a meeting if the action is taken by all members entitled to vote on the action. The action shall be evidenced by one or more written consents describing the action taken, signed before or after such action by all members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Except as limited by the articles of incorporation or bylaws, a member's consent to action taken without a meeting may be in electronic form and delivered by electronic means. (b) If not otherwise determined under G.S. 55A‑7‑03 or G.S. 55A‑7‑07, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (1977, c. 193, s. 2; 1993, c. 398, s. 1; 2008‑37, s. 4; 2021‑162, s. 2(i).)”
• N.C. Gen. Stat. § 55A- 7-05, accessed October 1, 2026: “§ 55A‑7‑05. Notice of meeting. (a) A corporation shall give notice of meetings of members by any means that is fair and reasonable and consistent with its bylaws. (b) Any notice that conforms to the requirements of subsection (c) is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in subdivision (c)(2) of this section shall be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if it conforms to all of the following: (1) The corporation gives notice to all members entitled to vote at the meeting of the place, if any, date, and time of each annual, regular, and special meeting of members no fewer than 10, or, if notice is mailed by other than first class, registered or certified mail, no fewer than 30, nor more than 60 days before the meeting date. (1a) If the meeting will be held by means of remote communication, the notice shall include all the information required by G.S. 55A‑7‑09. (2) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under G.S. 55A‑8‑31, 55A‑8‑55, 55A‑10‑03, 55A‑10‑21, 55A‑11‑04, 55A‑12‑02, or 55A‑14‑02. (3) Notice of special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If the meeting is to be continued by means of remote communication, the announcement shall also include a description of the means of remote communication. If a new record date for the adjourned meeting is or must be fixed under G.S. 55A‑7‑07, however, notice of the adjourned meeting shall be given under this section to the members of record entitled to vote at the meeting as of the new record date. (e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if all of the following apply: (1) The corporation is requested in writing to do so by a person or persons entitled to call a special meeting pursuant to G.S. 55A‑7‑02. (2) The request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting. (1955, c. 1230; 1993, c. 398, s. 1; 2021‑162, s. 2(j).)”
• N.C. Gen. Stat. § 55A- 7-08, accessed October 1, 2026: “§ 55A‑7‑08. Member action by written ballot or electronic voting without a meeting. (a) Unless prohibited or limited by the articles of incorporation or bylaws and without regard to the requirements of G.S. 55A‑7‑04, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting by written ballots or electronic voting as follows: (1) Written ballots. – The corporation may deliver a written ballot to members entitled to vote on the matter that sets forth each proposed action and provides an opportunity to vote for or against each proposed action. Unless secret balloting is required on the proposed action, the ballot shall contain or request information sufficient to identify the member or the member's proxy submitting the ballot. Written ballots may be submitted to the corporation by any reasonable means specified by the corporation, including email. (2) Electronic voting. – For members who have complied with G.S. 55A‑1‑70, the corporation may provide an electronic ballot or electronic notice that sets forth each proposed action and provides an opportunity and instructions on how to vote for or against each proposed action using the electronic ballot or an electronic voting system. (b) Repealed by Session Laws 2021‑162, s. 2(l), effective September 20, 2021. (c) All members entitled to vote on the matter shall be given the opportunity to vote on the proposed action by written ballot or electronic voting, or both. The board of directors may determine, in its discretion, whether votes shall be cast by written ballots or by electronic voting, or by both, provided that votes may be cast solely by electronic voting only if all members entitled to vote on the proposed action have complied with G.S. 55A‑1‑70(b). Approval by written ballot or electronic voting, or both, pursuant to this section shall be valid only when the number of votes cast by written ballot or electronic voting, or both, equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the same total number of votes were cast. (d) All written ballots or solicitations for votes by written ballot, all electronic ballots or solicitations for votes by electronic ballot, and all electronic voting notices shall indicate the time by which a written or electronic ballot shall be received by the corporation or by which electronic votes shall be cast in order to be counted. The deadline for the return of written ballots and electronic ballots and for the casting of electronic votes on any proposed action shall be identical. (e) Except as otherwise provided in the articles of incorporation or bylaws, any written ballot, electronic ballot, or electronic vote that is submitted shall not be revoked. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 35; 1993, c. 398, s. 1; 2008‑37, s. 5; 2021‑162, s. 2(l).)”
• N.C. Gen. Stat. § 55D- 10, accessed October 1, 2026: “Article 2. Submission of Documents to the Secretary of State for Filing. § 55D‑10. Filing requirements. (a) To be entitled to filing by the Secretary of State under Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes, a document must satisfy the requirements of this section, and of any other section of the General Statutes that adds to or varies these requirements. (b) The document must meet all of the following requirements: (1) The document must be one that is required or permitted by Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes to be filed in the office of the Secretary of State. (2) The document must contain the information required by Chapter 55, 55A, 55B, 57D, or 59 of the General Statutes for that document. It may contain other information as well. (3) The document must be typewritten, printed, or in an electronic form acceptable to the Secretary of State. (4) The document must be in the English language. A name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence or a document of similar import required of foreign corporations, foreign nonprofit corporations, foreign limited liability companies, and foreign limited liability partnerships need not be in English if accompanied by a reasonably authenticated English translation. (5) A document submitted by an entity must be executed by a person authorized to execute documents (i) under G.S. 55‑1‑20 if the entity is a domestic or foreign corporation, (ii) under G.S. 55A‑1‑20 if the entity is a domestic or foreign nonprofit corporation, (iii) under G.S. 57D‑1‑20 if the entity is a domestic or foreign limited liability company, (iv) under G.S. 59‑204 if the entity is a domestic or foreign limited partnership, or (v) under G.S. 59‑35.1 if the entity is any other partnership as defined in G.S. 59‑36 whether or not formed under the laws of the State. (6) The person executing the document must sign it and state beneath or opposite the person's signature, the person's name, and the capacity in which the person signs. Any signature on the document may be a facsimile or an electronic signature in a form acceptable to the Secretary of State. The document may but need not contain a seal, attestation, acknowledgment, verification, or proof. (7) If the Secretary of State has prescribed a mandatory form for the document, the document must be in or on the prescribed form. (8) The document must be delivered to the office of the Secretary of State for filing and must be accompanied by the applicable fees. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.1(a); 1991, c. 645, s. 15; 1999‑369, s. 1.1; 2001‑358, ss. 3(a), 4; 2001‑387, ss. 173, 175(a); 2001‑413, s. 6; 2013‑157, s. 7.)”
• N.C. Gen. Stat. § 55D- 13, accessed October 1, 2026: “§ 55D‑13. Effective time and date of document. (a) Except as provided in subsection (b) of this section and in G.S. 55D‑14, a document accepted for filing is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the filed document; or (2) At the time specified in the document as its effective time on the date it is filed. (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 11:59:59 P.M. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. (c) Except as provided in G.S. 55‑2‑03(b), 55A‑2‑03(b), and 57D‑2‑20(b), the fact that a document has become effective under this section does not determine its validity or invalidity or the correctness or incorrectness of the information contained in the document. (1955, c. 1371, s. 1; 1967, c. 13, s. 1; c. 823, s. 16; 1989, c. 265, s. 1; 1993, c. 552, s. 1; 2001‑358, ss. 3(b), 4; 2001‑387, ss. 173, 175(a); 2001‑413, s. 6; 2013‑157, s. 8.)”