Nonprofit Corporation Articles Amendment Approval and Filing in Tennessee

At a glance

Requirements one by one

Governing act and amendment power

Under § 48-60-101(a), the charter can add or change a provision that is required or permitted, or delete one that is no longer required. The test is applied as of the amendment's effective date.

Board proposal and recommendation

Section 48-60-103(d) expressly contemplates either the board or members seeking member approval. The board must send members its recommendation, or explain why conflicts of interest or other special circumstances led it to withhold one under § 48-60-103(f).

Member approval and vote

Section 48-60-103(a) uses the lesser of two thirds of votes cast and a majority of voting power. Chapters 51–68, the charter or bylaws may require a greater vote or class vote; members can condition adoption on more votes, and a board that initiates an amendment or whose approval is required can do so too.

Class and outside approval

Under § 48-60-104(a), members of a class receive a separate class vote for changes such as unequal effects on membership voting or dissolution rights, a change in the authorized number of memberships, a new class, an exchange, or termination of a class. A class split requires approval by each class created. The class threshold is the lesser of two thirds of class votes cast and a majority of class voting power; § 48-60-104(d) protects this vote even if the charter or bylaws say the class cannot vote on the amendment. A charter can also require a specified outsider's written approval under § 48-60-301, including for changing that approval clause.

No-member and board-only routes

If the corporation has no members, § 48-60-102(b) allows incorporators to adopt an amendment until directors are chosen; afterward the board needs a majority of directors in office, with any required outside approval. Under § 48-60-102(a), unless the charter provides otherwise, the board may act without member approval on listed limited changes, including deleting obsolete initial names, updating office information, certain name changes, a change-free restatement, and extending an old limited duration.

Notice and nonmeeting approval

For a member meeting, § 48-60-103(d) requires written notice saying the meeting will consider an amendment and enclosing a copy or summary. If the board or members seek approval by written consent or ballot, § 48-60-103(e) requires the solicitation materials to include a copy or summary. A no-member board meeting has a parallel amendment-specific notice rule in § 48-60-102(b).

Amendment filing contents

Section 48-60-105 requires the corporation's name, text and adoption date for each amendment, a statement of member approval or why it was unnecessary, and a statement about any required outsider approval. If the change exchanges, reclassifies or cancels memberships, implementation provisions must appear unless already in the amendment text.

Signer, filing office and fee

Under § 48-51-301(f)–(i), a board chair, president or authorized officer ordinarily signs, states name and capacity, and delivers the document with the fee to the secretary of state; an incorporator signs if directors have not been selected. The schedule in § 48-51-303(a)(11) sets a $20 charter-amendment fee. If the corporation's principal office is in Tennessee, § 48-51-303(d) also requires an amendment copy in that county's register of deeds office; that office may charge $5 plus 50 cents per page beyond five pages.

Effective time and amended restatement

Under § 48-51-304(a), an accepted filing is effective when filed or at a specified time that day. A delayed date may be no later than the ninetieth day after filing under § 48-51-304(b). A restatement containing an amendment requiring member or other approval follows the amendment approval rules in § 48-60-106(b), and § 48-60-106(h)–(i) requires the restated text, a certificate of approvals and the heading “Amended and Restated Charter.” The § 48-51-303(a)(13) fee is $20.

What trips people up

The majority of votes cast and the majority of voting power are different denominators. For example, if 60 of 100 voting votes are cast, two thirds of votes cast is 40; the default threshold is 40 rather than 51, subject to a higher requirement in the governing documents or by the decisionmakers (§ 48-60-103(a)–(c)).

Common questions

Can nonvoting members be treated as no members? The incorporator and board route in § 48-60-102(b) says “no members.” A corporation with nonvoting members must examine its charter, bylaws and the applicable member and class-vote provisions before using that route.

Must articles list the exact vote totals? Section 48-60-105 asks for a statement that members duly adopted an amendment when their approval was required; it does not ask for numerical tallies in the filed articles.

Statutes and sources

• Tenn. Code Ann. § 48-60-101(a) — amendable charter content; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-102 — board-only and no-member adoption; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-103 — member approval, notice and recommendation; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-104 — class votes; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-301 — outsider approval; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-105 — amendment filing contents; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-106 — amended restatement; accessed October 4, 2026.
• Tenn. Code Ann. § 48-51-301 — signing and delivery; accessed October 4, 2026.
• Tenn. Code Ann. § 48-51-303 — fees and county filing; 1998 fee enactment; accessed October 4, 2026.
• Tenn. Code Ann. § 48-51-304 — effective time; accessed October 4, 2026.