Nonprofit Corporation Articles Amendment Approval and Filing in Ohio

At a glance

Requirements one by one

Amendment power and approval

Section 1702.38(A) permits amendments containing provisions proper for original articles at adoption, while preserving a public benefit corporation's status. Voting members may approve an amendment at a purpose-held meeting by a majority of those present if a quorum is present; the articles or regulations may prescribe a greater or lesser proportion or number (§ 1702.38(C)(2)). An affirmative class vote is also required where the articles or regulations require that class's vote.

The narrow incorporator route in § 1702.38(C)(1) applies when the articles do not name initial directors and before a voting-member meeting and the incorporators' election of directors. The directors' express § 1702.38(E) route consolidates original articles and amendments already in force. Voting members may also adopt amended articles by the vote needed for an amendment (§ 1702.38(D)-(E)).

Notice and written action

Section 1702.18 makes the purposes of a special meeting part of its notice. Its enrolled text uses the unusual phrase “not less than ten or not more than sixty days” for notice timing, subject to the articles or regulations providing otherwise; the phrasing should be checked with the full notice provision before setting a meeting date. Section 1702.25(A) allows an action that could be taken at a member meeting to be taken through signed writings of all eligible members unless the articles or regulations prohibit action without a meeting.

Certificate, fee, and effect

Under § 1702.38(F)-(G), amended articles must contain lawful original-article provisions and a supersession statement. After adoption, the corporation files a certificate containing the adoption resolution, the adoption method, and, for director adoption, the basis for that action. An authorized officer signs it. Filing with the Secretary of State amends the articles and makes amended articles supersede the existing ones. Section 111.16(B)(1) sets a $50 filing fee for a domestic corporation without capital stock.

For an amendment changing the corporate name or Ohio principal-office location, § 1702.38(H) permits a Secretary-certified copy to be recorded with a county recorder; that county step is permissive.

What trips people up

The director consolidation authority in § 1702.38(E) concerns existing article provisions and amendments. Check whether a proposed substantive change instead requires the voting-member action described in subsection (C)(2). The enrolled § 1702.18 notice interval is worded unusually; give the actual notice provision and governing documents close attention.

Common questions

May members amend without a meeting?

Section 1702.25(A) permits all eligible members to approve in signed writings unless the articles or regulations prohibit that method.

When does the amendment take effect?

Section 1702.38(G) makes the amendment operative upon filing the certificate with the Secretary of State.

Statutes and sources

• Ohio Rev. Code § 1702.38(A)-(B), accessed October 1, 2026: “Sec. 1702.38. (A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a public benefit corporation. (B) Without limiting the generality of the authority described in division (A) of this section, the articles may be amended to: (1) Change the name of the corporation; (2) Change the place in this state where its principal office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Change any provision of the articles or add any provision that may properly be included in the articles.”
• Ohio Rev. Code § 1702.38(C)(1)-(2), accessed October 1, 2026: “(C)(1) If initial directors are not named in the articles, at any time prior to a meeting of voting members and before the incorporators have elected directors, the incorporators or a majority of them, at a meeting, may adopt an amendment. (2) The voting members present in person, by use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, may adopt an amendment by the affirmative vote of a majority of the voting members present if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations.”
• Ohio Rev. Code § 1702.38(D)-(G), accessed October 1, 2026: “(D) In addition to or in lieu of adopting an amendment to the articles, the voting members may adopt amended articles by the same action or vote as that required to adopt the amendment. (E) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the voting members at a meeting held for that purpose may adopt the amended articles by the same vote as that required to adopt an amendment. (F) Amended articles shall set forth all the provisions that are required in, and only the provisions that may properly be in, original articles filed at the time of adopting the amended articles, other than with respect to the initial directors, and shall contain a statement that they supersede the existing articles. (G) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and upon that filing the articles shall be amended accordingly, and the amended articles shall supersede the existing articles. The certificate shall be signed by any authorized officer of the corporation.”
• Ohio Rev. Code § 1702.38(H), accessed October 1, 2026: “(H) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for that recording the county recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code. That copy shall be recorded in the official records of the county recorder.”
• Ohio Rev. Code § 1702.18, accessed October 1, 2026: “and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in the manner described in section 1702.02 of the Revised Code, not less than ten or not more than sixty days before the date of the meeting:”
• Ohio Rev. Code § 1702.25(A), accessed October 1, 2026: “Sec. 1702.25. (A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without a meeting, any action that may be authorized or taken at a meeting of the incorporators, the members, or the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the incorporators, all of the members, or all of the directors, as the case may be,”
• Ohio Rev. Code § 111.16(B), accessed October 1, 2026: “(B) For filing and recording a certificate of amendment to or amended articles of incorporation of a domestic corporation,”
• Ohio Rev. Code § 111.16(B)(1), accessed October 1, 2026: “(1) If the domestic corporation is not authorized to issue any shares of capital stock, fifty dollars;”