Nonprofit Corporation Articles Amendment Approval and Filing in Pennsylvania

At a glance

Requirements one by one

Proposal and adoption

Section 5911 permits changes to name, term, and purposes, a full restatement, and other changes that could appear in original articles. Under § 5912(a), an amendment may begin with a board or other-body resolution, a petition from members holding at least 10% of all votes entitled to be cast on it unless the articles provide otherwise, or another bylaw method. A petitioned proposal goes to the next annual meeting held at least 120 days later or to a member-called special meeting (§ 5912(b)). Section 5905 also lets written agreement or consent of all eligible voting members satisfy a Chapter 59 board proposal or approval requirement.

The ordinary § 5914(a) vote is a majority of the votes that members present are entitled to cast on the amendment, plus the same majority within any class entitled to a separate vote. A member-adopted bylaw or specific statute can require more. Section 5914(d) protects an articles provision requiring a higher vote: absent an articles exception, that provision cannot be changed by a lower vote. If no members can vote on the amendment, or the only eligible voting members also constitute the board or other body, that body adopts it under § 5914(b).

Under § 5914(a.1), the board or other body may adopt an amendment without member approval to make duration perpetual, to restate operative text without change, or both, unless the bylaws restrict this route.

Notice and action outside a meeting

Section 5913 requires record-form notice to each voting member with the proposed amendment or a summary. Section 5704(b)(1) gives a 10-day minimum before a Chapter 59 fundamental-change meeting. Under § 5766(a), all eligible members may sign record-form consent without a meeting unless bylaws restrict it; § 5766(b) permits consent by the minimum full-attendance vote only if bylaws provide for it. A member-adopted bylaw may allow voting by ballot, mail, or another reasonable means, including for article changes (§ 5758(b)(1)).

Articles, fee, and effect

After adoption, § 5915 requires articles of amendment executed by the corporation, stating its name and registered office, formation statute and date, adoption manner, the full amendment, any stated effective date and hour, and a supersession statement if the filing restates the articles. Section 5916(a) sends them to the Department of State. Sections 152 and 153(a)(1)(ii) classify a domestic articles amendment or restatement as an ancillary transaction with a $70 filing fee.

The amendment takes effect on filing or its later specified date under § 5916(b). Section 136(c) supplies the filed-document timing rule, including 12:01 a.m. on a delayed date when no time is given. A restatement may include substantive changes under § 5911(a)(4), while § 5915(6) requires it to say that it supersedes the earlier articles and amendments.

What trips people up

A member petition can start the process without a board resolution, but § 5912(b) still directs submission to the members when their approval is required. The ordinary vote counts voting power held by members present, and § 5914(a) separately counts an entitled class; check the governing documents before treating one tally as sufficient.

Common questions

Can all voting members act without the board proposing the amendment?

Yes. Section 5905 allows their written agreement or consent to satisfy a board proposal or approval requirement in Chapter 59. The adoption and filing requirements still apply.

Does a clean restatement always need a member vote?

Section 5914(a.1) permits the board or other body to restate existing operative provisions without change, unless bylaws restrict that route. A restatement with a substantive change follows the applicable amendment approval rule.

Statutes and sources

• 15 Pa.C.S. § 5905, accessed October 1, 2026: “§ 5905. Proposal of fundamental transactions. Where any provision of this chapter requires that an amendment of the articles or the dissolution of a nonprofit corporation be proposed or approved by action of the board of directors, that requirement shall be construed to authorize and be satisfied by the written agreement or consent of all of the members of the corporation entitled to vote thereon.”
• 15 Pa.C.S. § 5911, accessed October 1, 2026: “§ 5911. Amendment of articles authorized. (a) General rule.--A nonprofit corporation, in the manner provided in this subchapter, may amend its articles for one or more of the following purposes: (1) To adopt a new name, subject to the restrictions provided in this subpart. (2) To modify any provision of the articles relating to its term of existence. (3) To change, add to or diminish its purposes or to set forth different or additional purposes. (4) To restate the articles in their entirety. (5) To make any and as many other changes as desired. (b) Exceptions.--An amendment adopted under this section shall not amend articles in such a way that as so amended they would not be authorized by this subpart as original articles of incorporation except that: (1) Restated articles shall, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), state the address of the current instead of the initial registered office of the corporation in this Commonwealth and need not state the names and addresses of the incorporators. (2) The corporation shall not be required to revise any other provision of its articles if the provision is valid and operative immediately prior to the delivery of the amendment to the department for filing. (c) Amendments pursuant to other provisions.--Amendments to the articles authorized pursuant to Chapter 2 (relating to entities generally) or 3 (relating to entity transactions) or set forth in statements or certificates permitted or required to be delivered to the department for filing by sections 108 (relating to change in location or status of registered office provided by agent) and 138 (relating to statement of correction) or by this subpart need not be proposed or adopted in the manner provided in this subchapter, except to the extent that the provisions of this subchapter have been incorporated into Chapter 2 or 3 or into the provisions authorizing such statements or certificates.”
• 15 Pa.C.S. § 5912, accessed October 1, 2026: “§ 5912. Proposal of amendments. (a) General rule.--Every amendment of the articles of a nonprofit corporation shall be proposed: (1) by the adoption by the board of directors or other body of a resolution setting forth the proposed amendment; (2) unless otherwise provided in the articles, by petition of members entitled to cast at least 10% of the votes that all members are entitled to cast thereon, setting forth the proposed amendment, which petition shall be directed to the board of directors and filed with the secretary of the corporation; or (3) by such other method as may be provided in the bylaws. (b) Submission to members.--Except where the approval of the members is unnecessary under this subchapter, the board of directors or other body shall direct that the proposed amendment be submitted to a vote of the members entitled to vote thereon. An amendment proposed pursuant to subsection (a)(2) shall be submitted to a vote either at the next annual meeting held not earlier than 120 days after the amendment is proposed or at a special meeting of the members called for that purpose by the members. (c) Form of amendment.--The resolution or petition shall contain the language of the proposed amendment of the articles: (1) by setting forth the existing text of the articles or the provision thereof that is proposed to be amended, with brackets around language that is to be deleted and underscoring under language that is to be added or otherwise clearly showing the changes to be made; or (2) by providing that the articles shall be amended so as to read as therein set forth in full, or that any provision thereof be amended so as to read as therein set forth in full, or that the matter stated in the resolution or petition be added to or stricken from the articles. (d) Terms of amendment.--The resolution or petition may set forth the manner and basis of reclassifying the memberships in or shares of the corporation. Any of the terms of a plan of reclassification or other action contained in an amendment may be made dependent upon facts ascertainable outside of the amendment if the manner in which the facts will operate upon the terms of the amendment is set forth in the amendment. Such facts may include, without limitation, actions or events within the control of or determinations made by the corporation or a representative of the corporation.”
• 15 Pa.C.S. § 5913, accessed October 1, 2026: “§ 5913. Notice of meeting of members. (a) General rule.--Notice in record form of the meeting of members of a nonprofit corporation that will act on the proposed amendment shall be given to each member of record entitled to vote thereon. The notice shall include a copy of the proposed amendment or a summary of the changes to be effected thereby. (b) Cross reference.--See Subchapter A of Chapter 57 (relating to notice and meetings generally).”
• 15 Pa.C.S. § 5914, accessed October 1, 2026: “§ 5914. Adoption of amendments. (a) General rule.--Unless a bylaw adopted by the members or a specific provision of this subpart requires a greater vote, a proposed amendment of the articles of a nonprofit corporation shall be adopted upon receiving the affirmative vote of the members present entitled to cast at least a majority of the votes that all members present are entitled to cast thereon, and if any class of members is entitled to vote thereon as a class, the affirmative vote of the members present of such class entitled to cast at least a majority of the votes that all members present of such class are entitled to cast thereon. Any number of amendments may be submitted to the members and voted upon by them at one meeting. (a.1) Adoption by board of directors or other body.--Unless otherwise restricted in the bylaws, an amendment of articles shall not require the approval of the members of the corporation if: (1) the amendment is to provide for perpetual existence; (2) to the extent the amendment has not been approved by the members, it restates without change all of the operative provisions of the articles as theretofore amended or as amended thereby; or (3) the amendment accomplishes any combination of purposes specified in this subsection. Whenever a provision of this subpart authorizes the board of directors or other body to take any action without the approval of the members and provides that a statement, certificate, plan or other document relating to such action shall be filed in the department and shall operate as an amendment of the articles, the board upon taking such action may, in lieu of filing the statement, certificate, plan or other document, amend the articles under this subsection without the approval of the members to reflect the taking of such action. The amendment shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body in the manner provided by subsection (b). (b) Adoption in absence of voting members.--If the corporation has no members entitled to vote thereon, or no members entitled to vote thereon other than persons who also constitute the board of directors or other body, the amendment shall be deemed adopted by the corporation when it has been adopted by the board of directors or other body pursuant to section 5912 (relating to proposal of amendments). (c) Termination of proposal.--Prior to the time when an amendment becomes effective, the amendment may be terminated pursuant to provisions for amendment, if any, set forth in the resolution or petition. If articles of amendment have been filed in the department prior to the termination, a statement under section 5902 (relating to statement of termination) shall be filed in the department. (d) Amendment of voting provisions.--Unless otherwise provided in the articles, whenever the articles require for the taking of any action by the members or a class of members a specific number or percentage of votes, the provision of the articles setting forth that requirement shall not be amended or repealed by any lesser number or percentage of votes of the members or of the class of members.”
• 15 Pa.C.S. § 5915, accessed October 1, 2026: “§ 5915. Articles of amendment. Upon the adoption of an amendment by a nonprofit corporation, as provided in this subchapter, articles of amendment shall be executed by the corporation and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) If the amendment is to be effective on a specified date, the hour, if any, and the month, day and year of the effective date. (4) The manner in which the amendment was adopted by the corporation. (5) The amendment adopted by the corporation, which shall be set forth in full. (6) If the amendment effects a restatement of the articles, a statement that the restated articles supersede the original articles and all amendments thereto.”
• 15 Pa.C.S. § 5916, accessed October 1, 2026: “§ 5916. Filing and effectiveness of articles of amendment. (a) Filing.--The articles of amendment of a nonprofit corporation shall be filed in the Department of State. See section 134 (relating to docketing statement). (b) Effectiveness.--Upon the filing of the articles of amendment in the department or upon the effective date specified in the articles of amendment, whichever is later, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action or proceeding to which the corporation is a party, or the existing rights of persons other than members or, except as otherwise provided by order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property) divert any property subject to such section from the purpose or purposes to which it was committed. If the corporate name is changed by the amendment, an action brought by or against the corporation under its former name shall not be abated for that reason.”
• 15 Pa.C.S. § 5704, accessed October 1, 2026: “§ 5704. Place and notice of meetings of members. (a) Place.--Meetings of members may be held at a geographic location within or without this Commonwealth as may be provided in or fixed pursuant to the bylaws. Authority to provide for the location of a meeting of the members includes the authority to determine to hold a meeting solely by means of electronic technology in accordance with section 5708 (relating to use of conference telephone or other electronic technology), notwithstanding that the authority may refer to one or more geographic locations. Unless otherwise provided in or fixed pursuant to the bylaws, all meetings of the members that are not held solely by means of electronic technology shall be held at the executive office of the corporation wherever situated. (b) Notice.--Notice in record form of every meeting of the members shall be given by, or at the direction of, the secretary or other authorized person to each member of record entitled to vote at the meeting at least: (1) ten days prior to the day named for a meeting that will consider a transaction under Chapter 3 (relating to entity transactions) or a fundamental change under Chapter 59 (relating to amendments, sale of assets and dissolution); or (2) five days prior to the day named for the meeting in any other case. (c) Contents.--In the case of a special meeting of the members, the notice shall specify the general nature of the business to be transacted, and in all cases the notice shall comply with the express requirements of this subpart. The corporation shall not have a duty to augment the notice. (d) Alternative authority.--If the secretary or other authorized person does not give notice of a meeting within a reasonable time, a person calling the meeting may do so.”
• 15 Pa.C.S. § 5758, accessed October 1, 2026: “§ 5758. Voting rights of members. (a) General rule.--Unless otherwise provided in a bylaw adopted by the members, every member of a nonprofit corporation shall be entitled to one vote. (b) Procedures.--The following apply to voting by the members: (1) The manner of voting on any matter, including changes in the articles or bylaws, may be by ballot, mail or any reasonable means provided in a bylaw adopted by the members. (2) If a bylaw adopted by the members provides a fair and reasonable procedure for the nomination of candidates for any office, only candidates who have been duly nominated in accordance therewith shall be eligible for election. (3) Unless otherwise provided in a bylaw adopted by the members, in elections for directors at a meeting of members held at a geographic location, voting shall be by ballot. The members do not have the right to vote by ballot at a meeting that is not held at a geographic location pursuant to section 5708(c) (relating to use of conference telephone or other electronic technology). (4) The candidates for election as directors receiving the highest number of votes from each class or group of classes, if any, of members entitled to elect directors separately up to the number of directors to be elected by such class or group of classes shall be elected. If at any meeting of members directors of more than one class are to be elected, each class of directors shall be elected in a separate election. (c) Cumulative voting.--If a bylaw adopted by the members so provides, in each election of directors of a nonprofit corporation every member entitled to vote shall have the right to multiply the number of votes to which he may be entitled by the total number of directors to be elected in the same election by the members or the class of members to which he belongs, and he may cast the whole number of his votes for one candidate or he may distribute them among any two or more candidates. (d) Sale of votes.--No member shall sell his vote or issue a proxy for money or anything of value. (e) Voting lists.--Upon request of a member, the membership register shall be produced at any regular or special meeting of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require the membership register to be produced as evidence of the right of the person challenged to vote, and all persons who appear by the membership register to be members entitled to vote may vote. See section 6145 (relating to applicability of certain safeguards to foreign corporations).”
• 15 Pa.C.S. § 5766, accessed October 1, 2026: “§ 5766. Consent of members in lieu of meeting. (a) Unanimous consent.--Unless otherwise restricted in the bylaws, any action required or permitted to be taken at a meeting of the members or of a class of members of a nonprofit corporation may be taken without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective time of the action by all of the members who would be entitled to vote at a meeting for that purpose. The consent or consents must be filed with the minutes of the proceedings of the members. (b) Partial consent.--If the bylaws so provide, any action required or permitted to be taken at a meeting of the members or of a class of members may be taken without a meeting upon the signed consent of members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting. The consents must be filed in record form with the minutes of the proceedings of the members. (c) Notice of action by partial consent.--Unless the bylaws require notice before an action pursuant to subsection (b) takes effect, prompt notice that an action has been taken shall be given to each member entitled to vote on the action that has not consented. (d) Escrowing of consents.--A consent may provide, or a person signing a consent, whether or not then a member, may instruct in record form that the consent will be effective at a future time, including a time determined upon the happening of an event. In the case of a consent signed by a person not a member at the time of signing, the consent is effective at the stated effective time if the person who signed the consent is a member at the effective time and did not revoke the consent in record form prior to the effective time. A consent is effective at the stated effective time, even if one or more signers are no longer members at the effective time if consents by members entitled to cast the required number of votes have not been revoked before the effective time. (e) Revocation of consent.--Unless otherwise provided in a consent, a signer of the consent may revoke the signer's consent in record form until it becomes effective.”
• 15 Pa.C.S. § 136, accessed October 1, 2026: “§ 136. Processing of documents by Department of State. (a) Filing of documents.--Except as provided in subsection (f), if a document conforms to section 135 (relating to requirements to be met by filed documents) the Department of State shall forthwith file the document, certify that the document has been filed by endorsing upon the document the fact and date of filing, make and retain a copy thereof and return the document or a copy thereof so endorsed to or upon the order of the person who delivered the document to the department. (b) Duplicate copy.-- (1) If a duplicate copy, which may be either a signed or conformed copy, of any articles or other document authorized or required by this title to be filed in the department is delivered to the department with the original signed document, the department shall stamp the duplicate copy with the date received by the department and return the duplicate copy to the person who delivered it to the department. (2) (Reserved). (3) In lieu of date stamping the duplicate copy of the original signed document as provided in paragraph (1), the department may make a copy of the original signed document at the cost of the person who delivered it to the department. (c) Effective date and time.--Except as otherwise provided in this title and subject to sections 138 (relating to statement of correction) and 141 (relating to abandonment of filing before effectiveness), a document filed by the department under a provision of this title is effective: (1) on the date and at the time of its delivery to the department; (2) on the date of delivery and at the time specified in the document as its effective time, if the time specified is later than the time under paragraph (1); or (3) at a specified delayed effective date and: (i) at a specified time; or (ii) if no time is specified, at 12:01 a.m. on the date specified. (d) Copies.--The department may make a copy, on microfilm or otherwise, of any document filed in, with or by it pursuant to this title, or any statute hereby supplied or repealed, and thereafter destroy the document or return it to or upon the order of the person who delivered the document to the department. (e) Redaction of information.--If law other than this title prohibits the disclosure by the department of information contained in a document in record form delivered to the department for filing, the department shall accept the document if it otherwise complies with this title but may redact the information. (f) Rejection of document.--The department may reject a document for filing if the department reasonably believes the document: (1) is being filed fraudulently; or (2) may be used to accomplish a fraudulent, criminal or unlawful purpose.”
• 15 Pa.C.S. § 152, accessed October 1, 2026: “"Ancillary transaction." Includes: (1) preclearance of document; (2) amendment of articles, charter, certificate or other organic document, restatement of articles, charter, certificate or other organic document;”
• 15 Pa.C.S. § 153(a)(1)(ii), accessed October 1, 2026: “(1) Domestic corporations: (i) Articles of incorporation, letters patent or similar instruments incorporating a corporation. $125 (ii) Each ancillary transaction............... 70”