Nonprofit Corporation Articles Amendment Approval and Filing in Oklahoma

At a glance

Requirements one by one

Choose the approval route

Under § 1004.1 and § 1077(A)(1), Oklahoma's General Corporation Act covers nonprofit nonstock corporations, and a corporation with members may amend its certificate to contain terms lawful in an original certificate. § 1077(B)(3) requires the governing body to set out the proposal in a resolution declaring its advisability. A majority of all governing-body members must approve it: a five-person governing body needs three affirmative votes even if fewer attend.

Under § 1077(B)(3), a member vote is required when the certificate of incorporation requires approval by a specified number or percentage of members or a specified class. At a meeting, § 1060(C) supplies a default one-third member quorum and majority of members present or represented by proxy, subject to the Act and governing documents. A required separate class vote has its own majority-of-class quorum and majority-present vote. A certificate provision demanding a greater vote is protected by § 1077(B)(4).

Before the corporation has members

§ 1076(A)-(C) supplies a distinct early route: a majority of incorporators adopts the amendment if directors were not named or elected; otherwise a majority of directors or governing-body members does so. The certificate must state the change, certify that the corporation has no members, and certify due adoption. Filing generally relates back to the original certificate's effective date, except for people substantially and adversely affected.

Filing and effect

Under § 1077(B)(3), the amendment certificate records the amendment and its due adoption. § 1007(A)(2), (C) provides for an authorized officer, or specified alternate where there are no officers, to sign and deliver the certificate to the Secretary of State. § 1142(A)(10) sets the $25 nonprofit amended-certificate fee. § 1007(D) makes filing the default effective event and permits a stated later time “not later than a time on the ninetieth day after the date of its filing.”

§ 1080(B), (D) permits a restatement containing a new amendment, using the applicable amendment approval process; the restated certificate supersedes earlier certificate filings when filed.

What trips people up

If the certificate gives members an approval role, § 1073(B) permits member action by consent unless the certificate says otherwise. The consents must represent the votes needed if all eligible members were present and voting. § 1073(C) permits writing or electronic transmission and sets a 60-day period for collecting sufficient consents. Under § 1073(E), a resulting amendment certificate states that consent was given in place of a meeting-vote statement. The governing body may put an abandonment clause in its proposal resolution under § 1077(C), allowing it to abandon the amendment before filing becomes effective.

Enacted H.B. 3498 changes § 1073(E)'s notice recipients for less-than-unanimous consent on November 1, 2026: the future rule uses the consent record date. The act also changes § 1077, while its nonstock governing-body and certificate-required member-approval text in § 1077(B)(3) stays substantively the same. The current text governs until then.

Common questions

May a member withdraw a consent before it becomes effective?

Section 1073(C) says a consent is revocable before it becomes effective unless the consent provides otherwise.

Who signs if the corporation has no officer?

Section 1007(A)(2) permits a majority of directors or directors designated by the board to sign if the instrument shows there are no officers.

Statutes and sources

Verbatim excerpts and official section URLs appear in the source entries above. The November 1, 2026 version of § 1077 is linked in the pending-legislation entry.