Nonprofit Corporation Articles Amendment Approval and Filing in Wyoming

At a glance

Requirements one by one

Governing act and amendment power

Under § 17-19-1001, the Wyoming Nonprofit Corporation Act allows changes to provisions required or permitted in the articles and deletion of provisions no longer required. Whether a term is permitted is measured as of the amendment's effective date.

Board and member approval

Section 17-19-1003 permits either the board or members to seek a member vote. For a public benefit or religious corporation, board approval is additionally required unless the change concerns director number, board composition, director terms, or the method of selecting directors. The ordinary member threshold is the lesser of two-thirds of votes cast or a majority of voting power. The articles, bylaws, members, or board may require a greater vote or class vote as the section specifies; members and a board initiating or required to approve an amendment may condition adoption on a higher percentage.

Class and designated-person approval

Section 17-19-1004 gives public benefit classes a separate vote when voting rights change differently from another class. Mutual benefit classes have broader triggers, including changes to membership rights, class size, exchange or termination, and a new class. A religious corporation's class vote depends on its articles or bylaws. For a required class vote outside the religious-corporation exception, approval is the lesser of two-thirds of that class's votes cast or a majority of its voting power. For a public or mutual benefit corporation amendment terminating members or a membership class, § 17-19-1031 requires two-thirds of votes cast by each class and adds notice protections. Section 17-19-1030 allows the articles to require written approval by a specified person; removing that protection also requires that person's written approval.

No-member and limited board-only routes

Section 17-19-1002 lets incorporators act before directors are chosen and then lets the board act for a corporation without members, subject to any required designated-person approval. A board amendment in that route needs a majority of directors in office. The same section permits a board, unless the articles say otherwise, to make limited changes without members, such as deleting initial director names or adjusting a corporate-name designator.

Notice and action without a meeting

Section 17-19-1003 requires written member-meeting notice with an amendment copy or summary; consent or ballot solicitation materials also need one. Section 17-19-705 requires notice 10 to 60 days before a member meeting, with the matter described for annual, regular, or special meetings as applicable. Under § 17-19-704, written consent requires notice to all voting members and approval by 90% of members entitled to vote, unless articles or bylaws limit or prohibit it. Under § 17-19-708, a written ballot must reach every member entitled to vote; quorum and approval must match a meeting vote. For a corporation without members, § 17-19-822(c) requires seven days' written director notice for this type of board action unless notice is waived.

Filed instrument and signer

Section 17-19-1005 requires the corporation's name, each amendment's text and adoption date, and the applicable board/incorporator or member-vote certification. For a member vote, the instrument reports class memberships and votes and either votes for and against or undisputed votes for with a sufficiency statement. It must state that any required approval under § 17-19-1030 was obtained. Section 17-19-120 requires signature and capacity from the board chair, president, or another officer, with incorporator or court-appointed fiduciary alternatives where applicable, and delivery to the Secretary of State with a copy and proper fee. Section 17-19-122(a)(iv) sets a $25 amendment filing fee.

Effective time and amended restatement

Under § 17-19-123, the filing takes effect when filed or at a stated same-day time; a delayed date cannot be later than the 90th day after filing. Section 17-19-1006 permits a restatement containing an amendment, subject to member or designated-person approval when the amendment requires it. Duly adopted restated articles supersede the original articles and earlier amendments.

What trips people up

An ordinary member vote alone may not finish approval. Public benefit and religious corporations can need board approval under § 17-19-1003, and the corporation's class structure and articles may add the votes or written approval described in §§ 17-19-1004 and -1030–1031.

Common questions

Can we change the articles through the bylaws? This procedure amends the articles and requires the instrument described in § 17-19-1005 to be delivered for filing; a bylaw vote follows different rules.

Does a restatement avoid a member vote? No. If it contains an amendment requiring member approval, § 17-19-1006 requires the same approval as an articles amendment.

Statutes and sources

• Wyo. Stat. § 17-19-1001: “17-19-1001. 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 Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1002: “17-19-1002. Amendment by directors. (a) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval: (i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (ii) To delete the names and addresses of the initial directors; (iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (iv) 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; or (v) To make any other change expressly permitted by this act to be made by director action. (b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's articles subject to any approval required pursuant to W.S. 17-19-1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) 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 shall be approved by a majority of the directors in office at the time the amendment is adopted.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1003: “17-19-1003. Amendment by directors and members. (a) For corporations with directors and members, 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 shall be approved: (i) By the board if the corporation is a public benefit or religious 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; (ii) Except as provided in W.S. 17-19-1002(a), by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030. (b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other 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 W.S. 17-19-705. The notice shall state that the purpose, or one (1) 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 Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1004: “17-19-1004. 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 the 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: (i) 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 the amendment would affect another class; (ii) 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; (iii) Increase or decrease the number of memberships authorized for that class; (iv) Increase the number of memberships authorized for another class; (v) Effect an exchange, reclassification or termination of the memberships of that class; or (vi) Authorize a new class of memberships. (c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment shall be approved by the members of each class that would be created by the amendment. (e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment shall be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class cannot vote on the proposed amendment.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1005: “17-19-1005. Articles of amendment. (a) A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment adopted; (iii) The date of each amendment's adoption; (iv) 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; (v) 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. (vi) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1006: “17-19-1006. 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 (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in W.S. 17-19-1003. (c) If the restatement includes an amendment requiring approval by members, the board shall 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 W.S. 17-19-705. The notice shall also state that the purpose, or one (1) 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 approved 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 amendments or other change it would make in the articles. (f) A restatement requiring approval by the members shall be approved by the same vote as an amendment to articles under W.S. 17-19-1003. (g) If the restatement includes an amendment requiring approval pursuant to W.S. 17-19-1030, the board shall submit the restatement for 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: (i) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or (ii) If the restatement contains an amendment to the articles requiring approval by the members, the information required by W.S. 17-19-1005; and (iii) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained. (j) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (k) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h) of this section.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1030: “17-19-1030. 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 the specified person or persons.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-1031: “17-19-1031. Amendment terminating members or redeeming or canceling memberships. (a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of the act and this section. (b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members. (c) After adopting a resolution proposing such an amendment, the notice to members proposing the amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation. (d) Any such amendment shall be approved by the members by two-thirds (2/3) of the votes cast by each class. (e) The provisions of W.S. 17-19-621 shall not apply to any amendment meeting the requirements of the act and this section.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-704: “17-19-704. Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is approved by ninety percent (90%) of the members entitled to vote on the action. The action shall be evidenced by one (1) or more written consents describing the action approved, signed either manually or in facsimile, by the requisite number of members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise determined under W.S. 17-19-703 or 17-19-707, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-705: “17-19-705. 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 that 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; provided, however, that notice of matters referred to in paragraph (c)(ii) of this section shall be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if: (i) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten (10) nor more than sixty (60) days before the meeting date; (ii) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under W.S. 17-19-831, 17-19-856, 17-19-1003, 17-19-1021, 17-19-1104, 17-19-1202, 17-19-1401 or 17-19-1402; and (iii) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-708: “17-19-708. Action by written ballot. (a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular 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. (b) A written ballot shall: (i) Set forth each proposed action; and (ii) 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: (i) Indicate the number of responses needed to meet the quorum requirements; (ii) State the percentage of approvals necessary to approve each matter other than election of directors; and (iii) Specify the time by which a ballot shall be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-120: “17-19-120. Filing requirements. (a) A document shall 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) This act shall require or permit filing the document in the office of the secretary of state. (c) The document shall contain the information required by this act. It may contain other information as well. (d) The document shall be typewritten or printed. (e) The document shall 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 an English translation acceptable to the secretary of state. (f) The document shall be executed: (i) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (ii) If directors have not been selected or the corporation has not been formed, by an incorporator; or (iii) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. (g) The person executing a document shall sign it manually and shall state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain: (i) The corporate seal; (ii) An attestation by the secretary or an assistant secretary; or (iii) An acknowledgment, verification or proof. (h) If the secretary of state has prescribed a mandatory form for a document under W.S. 17-19-121, the document shall be in or on the prescribed form. (j) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by: (i) One (1) exact or conformed copy (except as provided in W.S. 17-28-103); (ii) The correct filing fee; and (iii) Any past due or currently due franchise tax, license fee, other fee or penalty required by this act or other law.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-122: “17-19-122. Filing, service and copying fees. (a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (i) Articles of Incorporation......$50.00 (ii) Repealed By Laws 2014, Ch. 65, § 2. (iii) Repealed By Laws 2014, Ch. 65, § 2. (iv) Amendment of articles of incorporation.................................$25.00 (v) Application for certificate of authority ..............................................$50.00 (vi) Application for certificate of existence or authorization.................................$20.00 (vii) Application for conversion..........$75.00 (b) The secretary of state shall collect a fee of five dollars ($5.00) upon being served with process under this act. (c) The secretary of state shall set and collect comparable filing, service and copying fees for those documents not listed in subsection (a) of this section.” Official Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-123: “17-19-123. Effective date of document. (a) Except as provided in subsection (b) of this section, a document is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (ii) 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 Title 17 (accessed 2026-10-02).
• Wyo. Stat. § 17-19-822: “17-19-822. Call and notice of meetings. (a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the board shall be preceded by at least two (2) days notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to W.S. 17-19-823.” Official Title 17 (accessed 2026-10-02).