Nonprofit Corporation Articles Amendment Approval and Filing in Vermont

At a glance

Requirements one by one

Proposal, member vote and board role

Section 10.01 allows changes to provisions required or permitted in the articles and deletion of provisions no longer required. Under § 10.03(a), members approve by the lesser of two-thirds of votes cast or a majority of voting power. A greater vote or class vote required by the act, documents, members, or board still applies. The board's separate approval is required for a public benefit corporation when the amendment is outside the listed board-number, composition, term, or selection matters. Under § 10.03(b)–(c), members or an initiating/required board may condition adoption on a higher vote or another basis.

Class and third-person approval

Section 10.04 gives public benefit classes a separate vote for unequal changes to voting rights. Mutual benefit classes have broader separate-vote triggers covering membership rights, counts, exchanges, or a new class. A required class vote uses the same lesser-of-two-thirds-cast-or-majority-voting-power formula, even if governing documents deny the class an ordinary vote. Section 10.30 permits articles to require written approval by a specified third person; that person must also approve removal of the approval clause.

No-member and limited board-only changes

If the corporation has no members, § 10.02(b) lets incorporators act before directors are chosen, and thereafter requires a majority of directors in office. The board must receive amendment notice; § 8.22(c) supplies at least seven days' written notice unless waived. Section 10.02(a) also permits narrow board-only changes, such as removing initial director names or certain corporate-name words, unless the articles say otherwise.

Notice and action without a meeting

Section 10.03(d)–(e) requires an amendment copy or summary with member-meeting notice or consent/ballot solicitation. Section 7.05 gives a fair-and-reasonable notice standard; its safe-harbor window is 10–60 days, or a 30-day minimum for specified slower mail. Section 7.04 allows unanimous member written consent unless articles bar it, and allows majority-of-all-member written action only when articles expressly authorize it and members receive prior notice. Section 7.08 allows a written ballot sent to every voting member, subject to meeting-equivalent quorum and approval; it does not replace the annual or special meeting itself.

Filed articles, fee and effective time

Section 10.05 requires the name, amendment text and adoption date; if members vote, class-level outstanding, eligible, and approval-vote data must also be reported. Other required-person approval is certified. Section 1.20 supplies the signer and Secretary of State delivery rules. Section 1.22 charges $45 for an amendment and $45 for a restatement. Under § 1.23, a filing ordinarily takes effect on filing, or at a stated later time no later than the 90th day after filing. Section 10.06 permits a restatement with a new amendment; required member or other-person approvals must still be obtained, and the restatement supersedes the prior articles.

What trips people up

The lesser-of formula in § 10.03 is easy to misread: two-thirds of votes cast can be lower than a majority of total voting power. Public and mutual benefit classes have different statutory triggers under § 10.04. A restatement containing a new change does not avoid member or third-person approval (§ 10.06).

Common questions

Can members approve an amendment without meeting?

Yes. Section 7.04 permits unanimous written consent by default and, if the articles specifically allow it, a majority-of-all-member route with prior notice. Section 7.08 permits a ballot subject to its response and vote conditions.

Can the articles require consent from someone outside the board?

Yes. Section 10.30 allows a named person's written approval and protects that requirement against removal without the person's written approval.

Statutes and sources

• 11B V.S.A. § 10.01: “§ 10.01. Authority to amend 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 or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 10.02: “§ 10.02. Amendment by directors (a) Unless the articles provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles without member approval: (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the names and addresses of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; or (4) 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. (b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s articles subject to any approval required pursuant to section 10.30 of this title. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with section 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 10.03: “§ 10.03. Amendment by directors and members (a) Unless this act, the articles, 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 to be adopted must be approved: (1) by the board if the corporation is a public benefit corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected; (2) except as provided in subsection 10.02(a) of this title, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title. (b) The members may condition the amendment’s adoption on receipt of a higher percentage of affirmative votes or on any basis. (c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, 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 at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must 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 by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 10.04: “§ 10.04. Class voting by members on amendments (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles 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 different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer 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, the amendment must 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, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (e) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 10.05: “§ 10.05. Articles of amendment A corporation amending its articles shall deliver to the Secretary of State 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 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) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (B) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required, pursuant to section 10.30 of this title, a statement that the approval was obtained.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 10.06: “§ 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 restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 10.03 of this title. (c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles. (e) If the board seeks to have the restatement’s approval by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendment or other change it would make in the articles. (f) A restatement requiring approval by the members must be approval by the same vote as an amendment to articles under section 10.03 of this title. (g) If the restatement includes an amendment requiring approval pursuant to section 10.30 of this title, the board must submit the restatement for such approval. (h) A corporation restating its articles shall deliver to the Secretary of State articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (1) whether the restatement contains an amendment to the articles requiring approval by the member or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the articles requiring approval by the members, the information required by section 10.05 of this title; and (3) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 10.30 of this title, a statement that such approval was obtained. (i) Duly adopted articles of incorporation supersede the original articles of incorporation and all amendments to them. (j) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including in the certificate information required by subsection (h) of this section.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 10.30: “§ 10.30. Approval by third persons The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 7.04: “§ 7.04. Action by written consent (a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a members’ meeting, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filed with the corporate records. (b) If the articles of incorporation contain specific authority to do so, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all of the members entitled to vote on the action, and if each member is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by at least a majority of all the members entitled to vote and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title. (c) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (e) For purposes of this section, written consent may be evidenced by an electronic communication or an electronic record.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 7.05: “§ 7.05. Notice of meeting (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date; (2) notice of an annual meeting includes a description of any matter or matters which must be approved by the members under sections 8.31, 8.56, 10.03, 10.21, 11.04, 12.02, and 14.02 of this title; and (3) notice of a 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 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 a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 7.08: “§ 7.08. Action by written ballot (a) Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter; provided, however, that action taken by ballot may not be a substitute for the holding of an annual or special meeting. (b) A written ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot 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 total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 1.20: “§ 1.20. Filing requirements (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) The document must contain the information required by this title. It may contain other information as well. (c) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State. (d) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (e) The document must be executed: (1) by the presiding officer of its board of directors of a domestic or foreign corporation, 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. (f) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) the corporate seal; (2) an attestation by the secretary or an assistant secretary; or (3) an acknowledgement, verification, or proof. (g) If the Secretary of State has prescribed a mandatory form or electronic format for a document under section 1.21 of this title, the document must be in or on the prescribed form. (h) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 5.03 and 15.09 of this title), and the correct filing fee.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 1.22: “(8) Amendment of articles of incorporation $45.00 (9) Restatement of articles of incorporation $45.00” Official source (accessed 2026-10-02).
• 11B V.S.A. § 1.23: “§ 1.23. Effective date of document (a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document is effective: (1) at the time of filing on the date it is filed, as evidenced by any means the Secretary of State may use for the purpose of recording the date and time of filing; 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 the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed.” Official source (accessed 2026-10-02).
• 11B V.S.A. § 8.22: “§ 8.22. Call and notice of meetings (a) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two business days’ notice to each director of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (c) In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived pursuant to section 8.23 of this title. (d) Unless the articles of incorporation or bylaws otherwise provide, the presiding officer of the board, the president, or 20 percent of the directors then in office may call and give notice of a meeting of the board.” Official source (accessed 2026-10-02).