Nonprofit Corporation Bylaw Adoption and Amendment Requirements by State
For an ordinary domestic nonprofit corporation, who must adopt initial bylaws, who may amend or repeal them, what vote and notice rules apply, and where must the bylaws be kept?
Jurisdictions
All 51 verified
Statutes checked
Every entry, oldest check September 30, 2026
Columns
9 per state
Access
Free, no account needed
What this survey covers
The table compares who may adopt and amend bylaws for an ordinary domestic nonprofit or nonstock corporation. Its bylaw rules are separate from formation articles and from the rules for holding an ordinary meeting. A corporation’s articles or existing bylaws can change the actor or vote; read those documents alongside the statutory default.
Read the actor and the denominator
Florida’s current § 617.0206 puts initial adoption and ordinary amendment power in the board unless the articles reserve initial adoption or the articles or bylaws vary amendment power. Texas § 22.102 instead assigns initial adoption to members if management is vested in them, and preserves member-only restrictions on later board amendments. Wyoming § 17-19-1021 makes the member vote central for corporations with members and adds board approval for specified public-benefit or religious amendments. Tennessee § 48-60-202 ordinarily allows both board and member amendment, with a separate memberless procedure under § 48-60-201. These are different approval structures, so a reference to “board approval” alone can misstate the result.
Protected provisions and upcoming change
Florida § 617.0725 applies a same-or-greater vote rule when a bylaw changes quorum or voting requirements. Virginia § 13.1-892 protects a bylaw that members expressly reserve from board amendment; a replacement effective January 1, 2027 expressly states voting members’ amendment power. The table flags future text rather than treating it as current law.
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
Scroll sideways in the table to see all columns →
| State | Governing law and entity | Initial bylaw duty and actor | Organizational action and timing | Permitted content and hierarchy | Board amendment power | Member vote and class approval | Notice and protected bylaws | Emergency bylaws | Records and access |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-30 | Domestic nonprofit under Chapter 3A, including membership and nonmembership corporations (§§ 10A-3A-2.05, -9.20). |
Incorporators or board shall adopt initial bylaws (§ 10A-3A-2.05(a)). |
After incorporation, named directors organize and adopt bylaws; otherwise incorporators elect a completing board. Incorporators may use unanimous written consent (§ 10A-3A-2.04). |
Any content consistent with law and certificate; bylaws are a binding contract with members or, for nonmembership, directors (§ 10A-3A-2.05(b)–(c)). |
Board may amend/repeal subject to certificate, bylaws, member-approval restrictions, and protected higher board-vote rules; ordinary board action is majority present at quorum (§§ 10A-3A-9.20–9.22, -8.24). |
Membership corporation members may amend/repeal except as certificate/bylaws provide; ordinary voting group needs majority-vote quorum and more yes than no. Affected class votes and new-class majority may apply (§§ 10A-3A-9.20, -9.22, -7.24). |
Member meeting notice ordinarily 10–60 days; specified member-right, dues, removal, higher board-vote and meeting-place clauses restrict board changes. Higher voting rule changes meet old-or-proposed greater threshold; named-person written approval may apply (§§ 10A-3A-7.05, -7.26, -9.21–9.22, -9.30). |
Emergency-only bylaws permitted unless certificate differs; amended/repealed under § 9.20; effective during catastrophic inability to assemble board quorum, ending with emergency (§ 10A-3A-2.06). |
Maintain current bylaws available for inspection within reasonable time; member may inspect/copy at principal office after five business days’ signed written demand (§§ 10A-3A-4.01(a),(e), -4.02(a)). |
| Alaska verified 2026-09-30 | Alaska Nonprofit Corporation Act, AS 10.20; member and memberless corporations (§§ 10.20.056, .071). |
Board shall adopt initial bylaws (§ 10.20.056). |
After certificate issuance, majority of incorporators calls named directors’ meeting; at least three days’ mailed notice of time/place (§ 10.20.166). |
Affairs-management provisions must be consistent with law/articles (§ 10.20.056). |
Board ordinarily may adopt, alter, amend, or repeal unless articles reserve power to members; majority of directors present at quorum default (§§ 10.20.056, .106). |
Member bylaw power requires reservation in articles; ordinary member vote is majority of votes represented at quorum, subject to greater or class requirements (§§ 10.20.056, .071, .076, .685). |
Member meetings ordinarily need 10–50 days’ written notice; board notice follows bylaws; articles can reserve amendment to members (§§ 10.20.056, .066, .116). |
Section 10.20.056 supplies ordinary bylaw authority without a separate emergency-bylaw procedure. |
Keep account books, minutes, in-state voting-member address record; members/agents may inspect books and records for proper purpose at reasonable time (§ 10.20.131). |
| Arizona verified 2026-09-30 | Arizona nonprofit-corporation provisions in Title 10, chapters 24–40; initial bylaws in § 10-3206 and amendment rules in §§ 10-11020–11024. |
Board shall adopt initial bylaws (§ 10-3206). |
After incorporation, board meets at call of majority of directors to organize and adopt bylaws (§ 10-3205). |
Management provisions allowed if consistent with law and articles (§ 10-3206). |
No-member board may amend; when documents require member submission, § 10-11003 procedure applies. Default board quorum/vote are majority of prescribed directors and majority present (§§ 10-3824, -11020–11021). |
Document-required member submission uses § 10-11003: two-thirds votes cast or majority voting power, whichever less, subject to greater rule; class vote only if articles/bylaws provide (§§ 10-11021–11022). |
Required member submission notice includes copy/summary; greater member quorum clauses use higher existing/proposed threshold and bar board change. Member-adopted higher board quorum clauses are member-protected; article-designated third-person approval must be written (§§ 10-11003, -11023–11024, -11030). |
Absent contrary articles, board adopts temporary emergency bylaws, subject to member amendment/repeal; effective only while an emergency prevents ready assembly of board quorum (§ 10-3207). |
Keep current bylaws/amendments at principal, known-business, or agent office. A six-month member may inspect/copy on five-business-day written notice; religious-corporation articles/bylaws may limit access (§§ 10-11601–11602). |
| Arkansas verified 2026-09-30 | 1993 nonprofit act governs corporations formed from Jan. 1, 1994 and earlier corporations that elected in; older non-electing entities follow preexisting law (§ 4-33-1701). |
Incorporators or board shall adopt bylaws (§ 4-33-206). |
After incorporation, named directors organize and adopt; otherwise incorporators meet to elect directors or use unanimous written consent (§ 4-33-205). |
Rules for management consistent with law and articles (§ 4-33-206). |
No members: incorporators before directors, then board; majority of directors in office. With members, board approval is required for many public-benefit/religious changes (§§ 4-33-1020–1021). |
Generally lesser of two-thirds votes cast or majority voting power; protected class votes vary by entity type (§§ 4-33-1021–1022). |
No-member board amendment: seven-day notice plus proposal; member meeting fair-notice route: 10–60 days with copy/summary; articles may require third-person approval (§§ 4-33-705, -822, -1020–1021, -1030). |
Directors may adopt emergency-only bylaws unless articles differ; member repeal power; effect ends with catastrophic-event emergency (§ 4-33-207). |
Member written consents go into minutes or corporate records; cited bylaw sections do not specify a bylaw-copy location (§§ 4-33-704, -1020–1021). |
| California verified 2026-09-30 | Nonprofit public-benefit (§§ 5150–5160), mutual-benefit (§§ 7150–7160), and religious (§§ 9150–9160) corporations; category rules differ. |
Bylaws may be adopted by board or member approval; articles/bylaws may reserve or restrict board power. Director number or range must be in bylaws unless articles state it (§§ 5150–5151, 7150–7151, 9150–9151). |
Board or member approval route under each category’s bylaw section; § 5034 defines member approval at a meeting with quorum or conforming written ballot (§§ 5034, 5150, 7150, 9150). |
Bylaws may govern activities/affairs if consistent with law and articles; director-number term belongs in bylaws unless articles fix it (§§ 5151, 7151, 9151). |
Public/mutual board power excludes specified adverse member-right changes; articles/bylaws may restrict/eliminate board power. Religious board power follows articles/bylaws, otherwise defaults alongside member approval (§§ 5150, 7150, 9150). |
§ 5034 majority of represented-and-voting members with quorum, or conforming written ballot, subject to greater rules. Public-benefit class vote for differential voting/transfer harm; mutual-benefit class vote covers broader class changes (§§ 5034, 5150, 7150, 9150). |
Public/mutual bylaws may reserve written approval to named outsiders, with statutory notice-and-silence exceptions; greater-vote bylaws resist repeal except by that vote unless bylaws provide otherwise. Member approval protects post-admission board-number changes (§§ 5150–5151, 7150–7151, 9151). |
All three categories permit emergency-only bylaw provisions consistent with articles; regular rules continue where consistent, and emergency provisions end with emergency (§§ 5151(g), 7151(g), 9151(g)). |
Keep current articles/bylaws at California principal office for member inspection during office hours; if none, furnish copy on member written request (§§ 5160, 7160, 9160). |
| Colorado verified 2026-09-30 | Domestic nonprofit corporation under Title 7, arts. 121–137; bylaw rules in §§ 7-122-105–107 and 7-130-201–203. |
Optional: board, or incorporators before directors named/elected; members if neither adopts (§§ 7-122-105–106). |
After incorporation: unnamed directors → incorporators meet to elect board and may adopt bylaws; named directors → directors meet and may adopt. Incorporators may use director-style action without meeting (§ 7-122-105). |
May manage and regulate affairs if consistent with law and articles (§ 7-122-106(2)). |
Board may amend anytime unless statute/articles reserve power, particular bylaw prohibits it, or change shifts protected class rights; board-vote default majority present at quorum (§§ 7-130-201(1), 7-128-205). |
Members may amend via § 7-130-103 procedure: board or 10% voting members propose; default each group votes for > against at 25% quorum; affected classes vote separately (§§ 7-130-201(2), 7-130-103–104, 7-127-205–206). |
Member amendment notice states purpose and copy/summary or general nature; member-approved higher quorum/vote and particular protected bylaws restrict board; third-person written approval may be required (§§ 7-130-103(4), 7-130-201–203, 7-130-301). |
Board may adopt emergency-only bylaws unless articles differ; members may amend/repeal; effective while catastrophe prevents ready director quorum (§ 7-122-107). |
Keep bylaws at principal office; member may inspect/copy there in business hours after five business days’ written demand (§§ 7-136-101(5), 7-136-102(1)). |
| Connecticut verified 2026-09-30 | Domestic nonstock corporation under Conn. Gen. Stat. chapter 602; bylaw provisions in §§ 33-1030 and 33-1150–33-1152. |
Incorporators or board SHALL adopt initial bylaws (§ 33-1030(a)). |
Named initial directors hold organization meeting on majority call; otherwise incorporators meet/elect directors. Incorporators may use unanimous written consent (§ 33-1029). |
Bylaws may manage/regulate affairs if consistent with law and certificate (§ 33-1030(b)). |
Board may amend/repeal unless certificate/statute reserves power to members or members expressly protect a bylaw; default majority present at quorum, or unanimous written consent (§§ 33-1150(a), 33-1100(c), 33-1097). |
Members with certificate-granted bylaw vote may amend/repeal; ordinary meeting approval when votes for exceed votes against at quorum, by entitled class where applicable (§§ 33-1150(b), 33-1074(a),(d)). |
Written board/member meeting notice must state bylaw action; member notice 10–60 days. Higher member/board quorum and vote bylaws have special same-or-greater or member-only limits (§§ 33-1065, 33-1098, 33-1151–33-1152). |
Board may adopt emergency bylaws unless certificate differs; members may amend/repeal; operate while catastrophic event prevents ready board quorum (§ 33-1031). |
Keep current bylaws/amendments at principal office; member may inspect/copy on five-business-day written notice during business hours (§§ 33-1235(e), 33-1236(a)). |
| Delaware verified 2026-09-30 | Delaware General Corporation Law, Title 8, chapter 1, as applied to nonprofit nonstock corporations (§§ 109, 114). |
Incorporators or certificate-named initial governing body may adopt original bylaws; § 108 calls for an organization meeting to adopt them (§§ 108–109). |
After certificate filing, majority of incorporators or named governing body calls meeting; two days’ written/electronic notice, or unanimous consent (§ 108). |
Business, affairs, and rights provisions consistent with law and certificate; nonstock bylaw vote remains with voting members (§ 109). |
Governing body gains ordinary amendment power only if certificate confers it; default majority present at quorum for governing-body action (§§ 109, 114, 141). |
Voting members retain bylaw power; default one-third member quorum and majority present/proxied, with separate class/group vote where required; nonunanimous written consent possible (§§ 109, 215, 228). |
Two-day organizational notice; prompt notice after nonunanimous member consent; governing-body grant cannot divest members of bylaw power (§§ 108–109, 228). |
Governing body may adopt emergency bylaws for attack, disaster, catastrophe, epidemic/pandemic, or similar condition; effect ceases when emergency ends (§§ 110, 114). |
Current bylaws are inspectable books and records; member uses sworn written proper-purpose demand directed to registered or principal office (§§ 114, 220). |
| District of Columbia verified 2026-09-30 | D.C. Nonprofit Corporation Act, Title 29 chapter 4; membership, nonmembership, and member-governed corporations (§§ 29-401.50, -408.20). |
Incorporators or board may adopt initial bylaws (§ 29-402.06). |
After incorporation, named directors/designated body organize on majority call; otherwise incorporators organize and elect directors; unanimous incorporator record-consent available (§ 29-402.05). |
Management provisions consistent with law/articles; charitable-purpose property remains protected (§§ 29-402.06, -408.23). |
Board may amend/repeal for membership or nonmembership corporation unless documents or §§ 29-408.21–.22 reserve power; majority present at quorum default (§§ 29-406.24, -408.20). |
Membership corporation members generally may amend/repeal; ordinary group vote is votes cast for exceeding against at majority-vote quorum; separate class vote for protected changes (§§ 29-405.24, -408.20, -408.22). |
Member meetings ordinarily 10–60 days’ notice; member-adopted higher board quorum/vote bylaw protected; specified member-rights changes require members, and higher member thresholds retain prior vote (§§ 29-405.05, -405.26, -408.21–.22). |
Sections 29-402.06 and 29-408.20–.23 provide ordinary bylaw rules without a separate emergency-bylaw procedure. |
Current bylaws/amendments kept at principal office; member may inspect/copy after five-business-day signed notice; document cannot abolish right (§§ 29-413.01–.02). |
| Florida verified 2026-09-30 | Domestic corporation under the Florida Nonprofit Corporation Act (§ 617.01011); ordinary bylaw rules in § 617.0206. |
Initial bylaws required; board adopts unless articles reserve adoption to members (§ 617.0206). |
After incorporation, named directors organize and adopt bylaws; otherwise incorporators elect directors. Three-day meeting notice; unanimous written consent can replace organizational meeting (§ 617.0205). |
Governance provisions allowed if consistent with law and articles (§ 617.0206). |
Board may alter, amend, repeal, or adopt bylaws unless articles or bylaws otherwise provide; default meeting vote is majority present at quorum, or unanimous written board consent (§§ 617.0206, .0821, .0824). |
Articles may reserve initial adoption to members; articles/bylaws can vary board amendment power. Member voting rights and meeting quorum come from articles/bylaws; quorum changes use greater current/proposed vote and groups, except listed property associations (§§ 617.0206, .0701, .0721, .0725). |
Organizational meeting notice at least three days; member meeting notice rules depend on articles/bylaws. Bylaw changes to quorum or voting requirements need the greater of current/proposed quorum, vote, and voting groups (§§ 617.0205, .0701, .0725). |
Board may adopt emergency bylaws unless articles prevent; they operate only while a catastrophe makes assembling a board quorum impracticable (§ 617.0207). |
Keep current bylaws among corporate records; member may inspect/copy on five-business-day written notice during business hours (§§ 617.1601–.1602). |
| Georgia verified 2026-09-30 | Georgia domestic nonprofit corporation under O.C.G.A. ch. 14-3 (§§ 14-3-206, 14-3-1020–1022). |
Incorporators or board shall adopt bylaws (§ 14-3-206(a)). |
After incorporation, named initial directors meet on majority call; otherwise incorporators meet on majority call and elect directors; unanimous incorporator consent may replace their meeting (§ 14-3-205). |
Management and affairs provisions allowed if consistent with law and articles (§ 14-3-206(b)). |
Board may amend where no members may vote; ordinary board act requires majority present at quorum, subject to higher rule (§§ 14-3-1020, 14-3-824(c)). |
Where member vote required: board recommendation or stated special-circumstances exception; two-thirds votes cast or majority voting power, whichever less; separate class approval in § 14-3-1022 cases (§§ 14-3-1021–1022). |
Board amendment meeting notice includes proposal; member notice or consent/ballot material includes copy or summary; specified nonboard approver must consent in writing (§§ 14-3-822(c), 14-3-1021(d)-(e), 14-3-1030). |
Unless articles vary, directors may adopt temporary emergency bylaws when catastrophic event prevents ready assembly of board quorum; members may amend or repeal (§ 14-3-207). |
Keep effective bylaws and amendments; member may inspect/copy with at least five business days' written notice or demand (§ 14-3-1602(a)(2), (b)). |
| Hawaii verified 2026-09-30 | Hawaii Nonprofit Corporations Act, Chapter 414D; ordinary domestic nonprofit corporation (§§ 414D-36, 414D-187). |
Both sections require adoption: § 414D-36 names incorporators or board; § 414D-187 names board (§§ 414D-36, 414D-187). |
After incorporation, named directors meet on majority call; otherwise incorporators meet or all sign written organizational consent (§ 414D-35). |
May regulate affairs consistently with law and articles (§§ 414D-36(b), 414D-187). |
Board holds ordinary alter/amend/repeal power unless articles or bylaws say otherwise; board action normally needs majority present at quorum (§§ 414D-147, 414D-187). |
Member approval required to raise member quorum or alter member vote requirement; ordinary member vote at quorum unless greater vote/class rule applies (§§ 414D-111–112). |
Member meetings follow fair/reasonable notice; memberless board decisions on member-approval matters need seven-day notice; articles may require third-person written approval (§§ 414D-105, 414D-145, 414D-188). |
Directors may adopt/amend/repeal emergency-only bylaws unless articles differ; members may amend/repeal; effect ends with catastrophic emergency (§ 414D-37). |
Keep current bylaws/amendments at principal office; member may inspect/copy after five-business-day written notice (§§ 414D-301–302). |
| Idaho verified 2026-09-30 | Idaho Nonprofit Corporation Act, Title 30, Chapter 30; member and memberless branches (§§ 30-30-206, 30-30-708–710). |
Board or members shall adopt initial bylaws; named initial directors organize, otherwise incorporators elect directors (§§ 30-30-205–206). |
After incorporation, named directors meet on majority call; otherwise incorporators meet or all sign written organizational consent (§ 30-30-205). |
May regulate corporate affairs consistently with law and articles (§ 30-30-206(2)). |
Memberless: incorporators before directors, then board majority in office; with members, ordinary amendment needs simple board majority unless documents vary (§§ 30-30-708–709). |
With members: lesser of simple majority cast or majority voting power; protected class votes may require lesser of two-thirds cast or majority class power (§§ 30-30-709–710). |
Written member notice with amendment copy/summary; memberless board gets seven-day notice; member approval controls quorum/vote changes; articles may require third-person writing (§§ 30-30-511–512, 30-30-614, 30-30-708–709, 30-30-801). |
Directors may adopt emergency-only bylaws unless articles differ; members may amend/repeal; effect ends with catastrophic emergency (§ 30-30-207). |
Keep current bylaws/amendments at principal office; members may inspect after 15-business-day written notice, subject to religious-corporation exception (§§ 30-30-1101–1102). |
| Illinois verified 2026-09-30 | Domestic corporation under Illinois General Not For Profit Corporation Act of 1986; bylaws in 805 ILCS 105/102.25. |
Initial bylaws shall be adopted by the board; first board meeting has adoption among its purposes (§§ 102.20(a), 102.25). |
First board meeting after articles filed, called by majority of incorporators or directors; at least three days' written notice unless waived; unanimous written board consent alternative (§§ 102.20, 108.45). |
Management/affairs provisions allowed when consistent with law and articles (§ 102.25). |
Board may alter, amend, repeal, or replace bylaws unless articles or bylaws provide otherwise; default board act is majority present at quorum (§§ 102.25, 108.15). |
Articles or bylaws may place bylaw power with members; if members act, ordinary meeting vote is majority present and voted, with class vote if required; ballot or unanimous consent routes (§§ 102.25, 107.10, 107.60). |
Special member meeting notice states purpose; § 107.10 ballots require proposed-action notice at least five days before effect; board bylaw changes follow governing documents (§§ 107.10, 107.15). |
Board adoption needs approval by at least majority of members voting; operative only during specified civil-defense emergencies, with member repeal/change power (§ 102.30). |
Keep member, board, and committee minutes and accounts; voting member may inspect minutes/accounts for proper purpose on particular written demand; § 107.75 does not specify bylaw-copy retention (§ 107.75). |
| Indiana verified 2026-09-30 | Domestic nonprofit corporation under IC 23-17; public benefit, mutual benefit and religious classes have distinct bylaw-vote protections (§§ 23-17-3-8, 23-17-18-2). |
Incorporators or board must adopt bylaws; initial directors organize if named, otherwise incorporators elect directors (§§ 23-17-3-7–8). |
After incorporation, named directors organize and adopt bylaws; otherwise incorporators elect directors. Incorporators may use unanimous written consent (§ 23-17-3-7). |
Any management or affairs provision consistent with law and articles may go in bylaws (§ 23-17-3-8). |
Board may amend/repeal unless articles, bylaws or statute provide otherwise; usual board act is majority present at quorum or unanimous written consent (§§ 23-17-18-1, 23-17-15-2, 23-17-15-5). |
Members approve increased quorum or any change to their vote threshold; default meeting vote is more for than against. Public/mutual-benefit class rights differ; religious class vote needs articles/bylaws (§§ 23-17-11-4–5, 23-17-18-2). |
Board meeting notice must state bylaw-amendment purpose and include proposed text, summary or nature; articles may require a specified person's written approval (§§ 23-17-18-1, 23-17-17-1). |
Board may adopt temporary emergency bylaws unless articles bar it; extraordinary event must prevent timely board quorum; regular bylaws resume afterward (§ 23-17-3-9). |
Keep effective bylaws at principal office; members may inspect/copy on five-business-day written notice, subject to religious-corporation restriction (§§ 23-17-27-1–2). |
| Iowa verified 2026-09-30 | Revised Iowa Nonprofit Corporation Act, Iowa Code chapter 504; memberless and member-bearing bylaw tracks (§§ 504.1021–.1023). |
Incorporators or board SHALL adopt bylaws (§ 504.206(1)). |
After incorporation, named directors meet on majority call; otherwise incorporators meet to elect directors. Incorporators may use unanimous written consent (§ 504.205). |
Bylaws may regulate/manage affairs only if consistent with law and articles (§ 504.206(2)). |
Memberless: incorporators before directors, then board, majority of directors in office with seven-day amendment notice. With members: board approval for specified public-benefit/religious changes, not mutual-benefit default; special requirements may apply (§§ 504.1021–.1022). |
With members: lower of two-thirds votes cast or majority voting power; separate classes under public-, mutual-, and religious-benefit rules. Member consent needs 80% power; ballot route also available (§§ 504.1022–.1023, .704, .708). |
Member meeting notice 10–60 days (30 if ordinary mail), with purpose and copy/summary; memberless board notice seven days with amendment description. Articles may require third-person written approval (§§ 504.705, .823(3), .1021–.1022, .1031). |
Directors may adopt/amend/repeal emergency bylaws unless articles differ; members may amend/repeal. Operate while catastrophe prevents ready board quorum (§ 504.207). |
Keep current bylaws/amendments; member inspection/copy after 5-business-day written notice at reasonable location. Religious corporation may limit/abolish member access (§§ 504.1601(5), .1602(1),(5)). |
| Kansas verified 2026-09-30 | Kansas General Corporation Code; nonprofit nonstock corporation (§§ 17-6009, 17-6505). |
Organizational meeting adopts bylaws unless articles provide another adoption route; incorporators or named directors act (§§ 17-6007–6009). |
After filing, incorporators or named directors meet on majority call; two-day notice, or each actor consents without meeting (§ 17-6008). |
Corporate business, affairs, rights, and powers; consistent with law and articles (§ 17-6009). |
Before membership, governing body may act; after admission, articles must confer concurrent bylaw power; ordinary board vote is majority present at quorum (§§ 17-6009, 17-6301). |
After admission, voting members retain bylaw power; default nonstock vote is majority present at one-third member quorum, subject to governing documents (§§ 17-6009, 17-6505). |
Proper notice for member meeting; member power persists even if articles grant concurrent governing-body power; member consent can replace meeting (§§ 17-6009, 17-6505, 17-6518). |
Board may adopt emergency bylaws for specified attacks, disasters, epidemic/pandemic, or similar emergency; they cease on termination (§ 17-6010). |
Member inspection of corporate books and records is recognized; written sworn demand for proper purpose goes to registered office or principal business place (§ 17-6510). |
| Kentucky verified 2026-09-30 | Domestic nonprofit under KRS 273.161–.390; member and nonvoting/memberless structures recognized (§§ 273.191, .201(4)). |
Initial bylaws SHALL be adopted by board; organizational board meeting adopts them after articles filing (§§ 273.191, .257(1)). |
Incorporator majority calls named-director meeting after articles filing; at least 3 days’ mailed notice to each named director, stating time/place; first member meeting optional on 3 days’ notice (§ 273.257). |
Any management/affairs provision consistent with law and articles (§ 273.191). |
Board holds amendment/repeal/new-bylaw power unless articles or bylaws provide otherwise; board action ordinarily majority present at quorum (§§ 273.191, .217(1), (3)). |
No general independent member amendment grant in § 273.191; articles/bylaws may reserve or condition board power. If members vote, default quorum is 1/10 of eligible votes and approval majority of votes entitled to be cast by those present/represented; member-class voting rights may vary (§§ 273.191, .201(1), .203). |
Board meeting notice follows bylaws or, if silent, at least 2 days; purpose need not be stated. If member approval is required, meeting notice ordinarily 10–35 days and special-meeting purpose stated (§§ 273.223(1)–(2), .197). |
The § 273.191 adoption/amendment rule contains no separate emergency-bylaw procedure (§ 273.191). |
Keep account books, minutes, and voting-member list; members may inspect/copy all corporate books and records for proper purpose at reasonable time, subject to articles/bylaw limits (§ 273.233). |
| Louisiana verified 2026-09-30 | Domestic nonprofit corporation under Title 12, Chapter 2; stock and nonstock membership structures (§§ 12:222–223). |
Members or directors MAY make bylaws; § 12:222 does not assign initial adoption exclusively to incorporators or directors (§ 12:222(A)). |
Bylaw vote at a regular or special meeting after notice of its purpose; § 12:222 states no separate first-meeting deadline. Directors may act by unanimous written consent (§§ 12:222(A), :224(E)(9)). |
Management, powers, duties, director qualifications/number/term and compensation; subject to Chapter 2 and consistent with law and articles (§ 12:222(C)). |
Directors may make/amend/repeal, subject to member power to change their action; default majority of directors present at a meeting with quorum, subject to articles/bylaws (§§ 12:222(A), :224(E)(7)). |
Members may change director action; default majority of voting members present/represented with quorum. Articles/bylaws may vary vote, but cannot demand a greater member proportion than director proportion (§§ 12:222(A), :231). |
Meeting must be convened after notice of bylaw purpose; member meeting written notice ordinarily 10–60 days. Member override and member-vote ceiling protect against director control or unequal thresholds (§§ 12:222(A), :230(A)). |
The § 12:222 bylaw-making rule states no separate emergency procedure; use the ordinary director/member process described there (§ 12:222(A)). |
§ 12:223(A) requires meeting, membership, financial, and trust-fund records at registered office, with shareholder/voting-member inspection of that list; bylaws are not named in that enumerated retention/inspection rule (§ 12:223(A), (C)). |
| Maine verified 2026-09-30 | Maine Nonprofit Corporation Act, Title 13-B; domestic nonprofit (§§ 406, 601, 1104-A). |
Incorporators or board shall adopt initial bylaws; incorporator power ends when named directors' articles are filed (§§ 406, 601). |
Meeting before/after filing; unanimous agreement avoids call; otherwise majority call and three-day written notice stating purpose (§ 406). |
Management provisions consistent with law/articles; bylaws must address asset disposal (§§ 601, 1104-A). |
Board holds ordinary amendment power unless articles/bylaws differ; majority of directors present at quorum is default; executive committee cannot amend (§§ 601, 706, 709). |
Member amendment power depends on articles/bylaws; when member action is required, majority of votes represented at quorum or unanimous written consent (§§ 601, 605–606). |
Member meeting notice ordinarily 10–50 days; board meeting notice follows bylaws; no separate proposed-amendment notice in § 601 (§§ 603, 705). |
Section 601 states ordinary board bylaw authority and no separate emergency procedure. |
Books/minutes and in-state voting-member list required; books/records inspectable on five-business-day proper-purpose notice; § 715 specifies no bylaw-copy location. |
| Maryland verified 2026-09-30 | Ordinary nonstock corporation: General Corporation Law applies unless context or Title 5, Subtitle 2 provides otherwise (§ 5-201). |
Named directors hold post-acceptance organization meeting to adopt bylaws; one-third of named directors or majority of incorporators may call it (§§ 2-109(a), 5-203). |
After articles accepted; three-day written notice to each director; organizational board adopts bylaws and elects officers (§ 2-109(a)). |
Affairs rules permitted if consistent with law and charter; nonstock charter/bylaws may set classes, member notice, quorum and voting allocation (§§ 2-110(a), 5-202(b)). |
After organization, board amends only to extent charter/bylaws vest power; usual board vote is majority present at quorum or unanimous consent (§§ 2-109(b), 2-408). |
Post-organization amendment power rests with members except board grant; ordinary default is majority votes cast at quorum, subject to nonstock charter/bylaw allocation and class rules (§§ 2-109(b), 2-506(a), 5-202(b)). |
Organization notice at least three days; later member meeting notice usually 10–90 days, with purpose for special meetings; charter/bylaws may prescribe nonstock member notice (§§ 2-109(a), 2-504(a)-(b), 5-202(b)). |
Emergency provisions may be adopted in advance unless charter differs; catastrophic event prevents ready board quorum; consistent regular bylaws continue (§ 2-116). |
Member may request bylaws in writing/electronically; corporation must provide them at principal office or electronically within seven days (§ 2-512(a)-(b), via § 5-201). |
| Massachusetts verified 2026-09-30 | Chapter 180 nonprofit corporation; § 6A incorporates ch. 156B, §§ 16–17 with members substituted for stockholders (§§ 3, 6A). |
Incorporators adopt bylaws at their first meeting; unanimous written incorporator consent is an alternative (ch. 180, § 3; ch. 156B, § 12). |
Incorporators adopt bylaws and elect initial directors/officers before submitting articles; unanimous written consent must be filed with corporate records (ch. 156B, § 12). |
Bylaws may regulate affairs, meetings, member quorum and proxy voting; they must conform to law and articles (ch. 180, § 6A; ch. 156B, § 16). |
Members hold amendment power; board may share it only if articles authorize and bylaws provide; board vote is majority present at quorum or unanimous written consent (ch. 156B, §§ 17, 57, 59). |
Members may make, amend and repeal bylaws; articles/bylaws set class voting rights and bylaws set member quorum; unanimous written consent also works (ch. 180, §§ 3, 6A; ch. 156B, §§ 17, 43). |
Director-made change requires substance notice to voting members by notice of their next meeting; board cannot change provisions reserved to members (ch. 156B, § 17). |
Ordinary § 6A / § 17 amendment allocation applies; those provisions specify no separate emergency-bylaw procedure. |
Keep original or attested bylaw copy in Massachusetts at principal office or clerk, agent or transfer-agent office for member inspection (ch. 180, § 10C; ch. 156B, § 32). |
| Michigan verified 2026-09-30 | Michigan nonprofit corporation, Act 162 of 1982; member, shareholder, and directorship structures (§ 450.2231). |
Incorporators, shareholders, members, or board adopt initial bylaws unless articles reserve power exclusively (§ 450.2231(1)(a)). |
Majority of incorporators selects board before/after filing and may adopt bylaws; first board meeting after filing on at least three days' mailed notice, with majority quorum (§ 450.2223). |
Regulation and management provisions allowed if consistent with law and articles (§ 450.2231(2)). |
Board shares amendment power unless articles reserve it; board amendment requires majority of directors then in office or higher articles/bylaws vote (§§ 450.2231(1), 450.2523(2)). |
Members/shareholders may amend unless articles reserve power; ordinary approval is majority votes cast; class vote if articles/bylaws require (§§ 450.2231, 450.2441–42). |
Members may bar board amendment of their adopted bylaws; member meeting notice generally 10–60 days; board meeting notice as bylaws prescribe (§§ 450.2231(1)(c), 450.2404(1), 450.2521(2)). |
Corporation has express power to adopt, amend, or repeal emergency bylaws; ordinary actor and articles-reservation rules still matter (§§ 450.2261(1)(d), 450.2231). |
Keep corporate books and minutes; a membership-corporation member may inspect other records on particularized proper-purpose written demand, subject to statutory limits (§§ 450.2485, 450.2487(2), (7)). |
| Minnesota verified 2026-09-30 | Domestic nonprofit corporation, ch. 317A; § 317A.181 governs bylaws. |
Bylaws optional. No voting members: majority incorporators or first board may adopt. Voting members: same, unless articles reserve initial adoption to members (§ 317A.181(1), (1a), (2)(a)). |
After certificate, incorporators or named directors organize within reasonable time by meeting or written action; caller gives at least three days’ meeting notice (§ 317A.171(2)). |
May regulate management/affairs consistently with law and articles; member classes, directors, meetings and quorum are listed examples (§ 317A.181(1)). |
Voting members: board power unless articles reserve it; specified changes need member approval unless governing documents provide procedure. No voting members: articles/bylaws set method, otherwise majority directors (§ 317A.181(1a), (2)(a)). |
Voting members may propose board-bylaw changes with 50 members or 10%, whichever less; § 317A.133 procedure applies without board approval. Default member vote: majority present/entitled and majority of required quorum; classes if articles/bylaws require (§§ 317A.181(2)(b), .133, .443, .451). |
Member proposals include proposed text and § 317A.133 notice/procedure; ordinary member meeting notice 5–60 days unless documents allow shorter. Member approval required for listed governance amendments unless documents set a method (§§ 317A.181(2), .133(2), .435). |
Section 317A.181 states general bylaw authority and amendment rules; it provides no separate emergency-only adoption or expiry rule. |
Keep correct, complete bylaws at registered office; member or director may inspect for proper purpose at reasonable time (§ 317A.461(1)–(2)). |
| Mississippi verified 2026-09-30 | Mississippi Nonprofit Corporation Act, Miss. Code §§ 79-11-101 et seq.; ordinary nonprofit (§ 79-11-145). |
Incorporators or board shall adopt bylaws (§ 79-11-145). |
After incorporation, named directors meet to appoint officers and adopt bylaws; otherwise incorporators elect directors or act by all-signed consent (§ 79-11-143). |
Management provisions consistent with law and articles (§ 79-11-145). |
No members: incorporators before directors, then board; majority of directors in office. With members: board approval except certain board-structure changes; committee cannot amend (§§ 79-11-265, -313, -315). |
Generally lesser of two-thirds votes cast or majority voting power; listed class-rights changes require separate class vote (§§ 79-11-315, -317). |
Memberless board amendment: meeting notice describes proposal; member notice carries copy/summary; members approve raised quorum (§§ 79-11-217, -259, -313, -315). |
Directors may adopt emergency-only bylaws unless articles differ; member repeal power; effect ends with catastrophe (§ 79-11-147). |
Keep current bylaws/amendments at principal office; member inspection/copy after five business days' written demand (§§ 79-11-283, -285). |
| Missouri verified 2026-09-30 | Chapter 355 nonprofit corporation; membered, no-member, public benefit, mutual benefit, and church rules differ (§§ 355.116, .591, .596). |
Incorporators or board must adopt bylaws; named initial directors adopt at organization, otherwise incorporators elect directors (§§ 355.111, .116). |
After incorporation, named directors hold organization meeting; otherwise incorporators elect directors. Incorporators may use unanimous written consent (§ 355.111). |
Governance provisions allowed when consistent with law and articles (§ 355.116). |
No members: majority of directors in office; with members, board approval also required for specified public benefit changes, but not director-structure changes (§§ 355.591, .596, .401). |
With members, two-thirds of votes cast or majority of voting power, whichever less; class votes for defined public/mutual benefit changes (§§ 355.596, .601). |
Meeting notice includes bylaw text or summary; consent/ballot materials too. Articles may require another person’s written approval; church rule varies (§§ 355.596, .606). |
Directors may adopt, amend or repeal temporary emergency bylaws unless articles differ; members can change them; catastrophic event must block board quorum (§ 355.121). |
Keep effective bylaws at principal office; member inspection generally needs five-business-day written notice and a connected purpose; church limits possible (§§ 355.821, .826). |
| Montana verified 2026-09-30 | Montana Nonprofit Corporation Act, Title 35, chapter 2; public-benefit, mutual-benefit, religious and memberless rules (§§ 35-2-217, -229–233). |
Incorporators or board shall adopt bylaws (§ 35-2-217). |
After incorporation: named initial directors meet on majority call; otherwise incorporators meet on majority call, elect directors, and may act by unanimous written consent (§ 35-2-216). |
Affairs-management provisions must be consistent with law and articles (§ 35-2-217). |
Memberless: majority of directors in office after special notice; with members: board route for eligible public-benefit or religious amendments, ordinary board vote at quorum (§§ 35-2-229–230, -431). |
With members: lower of two-thirds votes cast or majority voting power; class vote where § 35-2-231 applies; membership termination needs two-thirds cast by each class (§§ 35-2-230–231, -233). |
Memberless board: seven-day written notice plus proposed text/summary/nature; member action: meeting notice with amendment copy/summary, or copy/summary with consent/ballot; specified outsiders may hold written approval right (§§ 35-2-229–230, -232, -429). |
Directors may adopt, amend or repeal when catastrophe prevents ready assembly of quorum; member amendment applies; effect ends with emergency (§ 35-2-218). |
Current bylaws/amendments at principal office or retrievable within two business days; member inspection on five-business-day written notice, subject to religious-corporation limit (§§ 35-2-906–907). |
| Nebraska verified 2026-09-30 | Nebraska Nonprofit Corporation Act; public benefit, religious, mutual benefit, and memberless branches (§§ 21-1925, 21-19,113–115). |
Incorporators or board shall adopt; named initial directors organize, otherwise incorporators elect directors (§§ 21-1924–1925). |
After incorporation, named directors meet on majority call; otherwise incorporators meet or each signs written organizational consent (§ 21-1924). |
Management provisions consistent with law and articles (§ 21-1925). |
No members: incorporators before directors, then board majority in office; with members, board approval depends on corporation type and articles (§§ 21-19,113–114). |
Ordinary member threshold is lesser of two-thirds cast or majority voting power; public-benefit and mutual-benefit class votes differ (§§ 21-19,114–115). |
Member amendment notice includes copy/summary; memberless board needs seven-day notice and proposal description; quorum/vote increases and third-person approval protected (§§ 21-19,113–116, 21-1961–1962). |
Directors may adopt emergency-only bylaws unless articles differ; members may amend/repeal; effect ends with catastrophic emergency (§ 21-1926). |
Keep current bylaws/amendments at principal office; member copy access after five-business-day written notice, subject to religious-corporation exception (§§ 21-19,165–166). |
| Nevada verified 2026-09-30 | NRS ch. 82 nonprofit corporation; may have members or none (§§ 82.081, 82.231). |
Directors may make bylaws unless articles provide otherwise, subject to member-adopted bylaws (§ 82.201). |
Articles name the first board; board bylaw action uses general quorum and consent rules (§§ 82.086, 82.271). |
Governance, memberships, business, meetings; consistent with federal and state law (§§ 82.091, 82.121). |
Board may make bylaws subject to articles and member bylaws; committee cannot amend or repeal (§§ 82.201, 82.206). |
Member-adopted bylaws constrain board; member consent ordinarily needs majority voting power (§§ 82.201, 82.261, 82.276). |
Member meeting notice states purpose and ordinarily goes 10–60 days ahead; members approve raised quorum (§§ 82.291, 82.336). |
General board bylaw and action provisions apply (§§ 82.201, 82.271). |
Keep officer-certified bylaws and amendments at principal office or with identified custodian (§ 82.181). |
| New Hampshire verified 2026-09-30 | RSA Chapter 292 voluntary corporation; may have members or be memberless (§§ 292:6, 292:6-b). |
Two-thirds majority action of signers of the articles of agreement (§ 292:6). |
Initial action is by two-thirds of article signers; § 292:6 states no separate meeting or deadline. |
Management provisions consistent with state law and articles of agreement; membership certificates may be covered (§ 292:6). |
Board may alter, amend, repeal, or adopt bylaws unless articles reserve power to shareholders or membership-certificate holders (§ 292:6). |
Two-thirds shareholder/certificate-holder action may change or repeal board bylaws; members vote only as articles/bylaws provide; memberless substitute is board (§§ 292:6, 292:6-b). |
Section 292:6 protects the two-thirds shareholder/certificate-holder change power; no general amendment notice or proposed-text procedure stated in Chapter 292. |
No general emergency-bylaw procedure stated in current Chapter 292; § 292:6 supplies ordinary bylaw power. |
No general Chapter 292 rule specifies bylaw custody or member inspection; § 292:6 addresses adoption and content. |
| New Jersey verified 2026-09-30 | New Jersey nonprofit corporation, Title 15A (§§ 15A:2-9–11). |
Initial board adopts at organization meeting; for a membership corporation, initial board bylaws count as member-adopted (§ 15A:2-10(a)–(b)). |
After certificate effective, majority of named trustees calls organization meeting; at least five days' mailed time/place notice (§ 15A:2-9). |
Any Act-authorized bylaw provision may instead appear in certificate (§ 15A:2-10(c)); board power subject to certificate and bylaw reservations (§ 15A:2-10(a)). |
Board may make/alter/repeal unless reserved to members; ordinary board act majority present at quorum unless higher rule (§§ 15A:2-10(a), 15A:6-7). |
Members may change board bylaws; ordinary vote majority cast, with class vote if certificate/bylaws require; member written-consent path available (§§ 15A:2-10(a), 15A:5-6, 15A:5-11). |
Members may bar board change to member-made bylaws; member meeting purpose notice ordinarily 10–60 days; special vote thresholds can arise in certificate/bylaws (§§ 15A:2-10(a), 15A:5-4, 15A:5-11). |
Board may adopt temporary emergency bylaws for attack on United States or nuclear/atomic disaster; members may change/repeal; emergency provisions lapse after emergency (§ 15A:2-11). |
Keep books and minutes; qualifying six-month member or 5%-holder may inspect member minutes/roster for proper purpose on five days' written demand; § 15A:5-24 does not expressly list current bylaws. |
| New Mexico verified 2026-09-30 | New Mexico Nonprofit Corporation Act, NMSA 1978 §§ 53-8-11–12; ordinary domestic nonprofit. |
Board shall adopt initial bylaws; two authorized officers execute them (§ 53-8-12). |
Incorporators call named initial directors’ organization meeting; mailed notice at least three days before (§§ 53-8-31, -34). |
Management provisions consistent with law and articles; articles prevail over inconsistent bylaws except director-number bylaw rule (§§ 53-8-12, -31). |
Board holds default amendment/repeal power unless articles or bylaws provide otherwise; ordinary vote is majority present at quorum (§§ 53-8-12, -20). |
If documents give members a bylaw vote, default is majority of votes represented at one-tenth voting-power quorum; class rights may differ (§§ 53-8-11, -15, -16). |
Articles/bylaws can vary board power; board notice follows bylaws; member-meeting notice generally 10–50 days, with special-meeting purpose (§§ 53-8-12, -14, -22). |
General board bylaw authority and governing-document limits apply; § 53-8-12 states no separate emergency mechanism. |
Two-officer execution; current bylaws at New Mexico principal office for public inspection/copying, fee at most $1/page; member books inspection (§§ 53-8-12, -27). |
| New York verified 2026-09-30 | Domestic not-for-profit corporation under N-PCL §§ 405, 602; voting rights may vary by certificate or bylaws (§ 612). |
Incorporators may adopt initial bylaws at organization; otherwise board may adopt them (§ 602(a)). |
Initial directors, or incorporators if none designated, hold organization meeting after existence begins; five-day mailed notice, waivers, or unanimous signed action (§ 405). |
Business, affairs, and member/director/officer provisions permitted if consistent with N-PCL, other state statutes, and certificate (§ 602(f)). |
Board may adopt/amend/repeal unless certificate or member-adopted bylaws limit it; meeting vote is majority present at quorum or unanimous written/electronic consent (§§ 602(b)-(c), 708). |
Director-election voting members may act; ordinary meeting vote is majority cast, with class vote if certificate/bylaws require; unanimous consent can replace meeting (§§ 602(b), 613(b), 614(a), 616). |
Board election-rule changes go in next election-meeting notice; member-added higher member quorum/vote needs two-thirds of all entitled votes to change; higher board thresholds use § 709 (§§ 602(e), 615(b), 709). |
General § 602 bylaw authority governs; that section supplies no separate emergency adoption or repeal route (§ 602). |
Keep board/member minutes at corporate office; qualifying members may inspect member minutes on five-day written demand; § 621 specifies these records rather than a current-bylaw copy (§ 621(a)-(b)). |
| North Carolina verified 2026-09-30 | North Carolina nonprofit corporation under Chapter 55A (§§ 55A-2-06, 55A-10-20–22). |
Incorporators or directors shall adopt initial bylaws (§ 55A-2-06(a)). |
Named directors meet on majority call after incorporation; otherwise incorporators meet to elect directors; unanimous incorporator written consent alternative (§ 55A-2-05). |
Regulating and managing affairs permitted if consistent with law and articles (§ 55A-2-06(b)). |
Without voting members, incorporators until directors chosen, then board; five days' written notice and majority of directors in office (§ 55A-10-20). |
With voting members: board approval or written member-initiated substitute, then two-thirds votes cast or majority entitled votes, whichever less; class vote applies by entity and change type (§§ 55A-10-21–22). |
Board amendment notice states purpose and includes text/summary or nature; member meeting/ballot materials carry text or summary; specified third-person written approval protected (§§ 55A-10-20–21, 55A-10-30). |
Unless articles vary, board may adopt temporary emergency bylaws when disaster impedes compliance; members may amend/repeal; lapse when emergency ends (§ 55A-2-07). |
Keep effective bylaws/amendments at principal office; member inspection/copy on five business days' written demand (§§ 55A-16-01(e)(2), 55A-16-02(a)). |
| North Dakota verified 2026-09-30 | North Dakota Century Code chapter 10-33 nonprofit corporations (§ 10-33-26). |
Bylaws optional; majority of incorporators or first board may adopt unless articles reserve initial adoption to voting members (§ 10-33-26). |
After certificate, incorporators/named directors organize within reasonable time by meeting or written action; meeting on majority call with three-day notice (§ 10-33-25). |
Management/regulation provisions consistent with law/articles; § 10-33-26 lists director, member, meeting, and quorum topics. |
Board ordinarily adopts/amends/repeals unless articles reserve to voting members; majority of voting directors present is default, subject to member power (§§ 10-33-26, -42). |
Voting members approve specified quorum/director/member/vote amendments absent document method; lower of 50 members or 10% may propose; meeting vote is greater of majority present or majority of minimum quorum power (§§ 10-33-26, -72, -76). |
Board meeting generally 10 days’ notice, organization three days; member meeting generally 5–50 days; listed protected amendments need voting-member approval absent document method (§§ 10-33-25–26, -39, -68). |
Section 10-33-26 supplies ordinary bylaw adoption and amendment authority without a separate emergency procedure. |
Keep correct, complete bylaws at principal executive office; member/director may inspect for proper purpose at reasonable time (§ 10-33-80). |
| Ohio verified 2026-09-30 | Ohio nonprofit corporation; corporation-wide regulations and directors' internal bylaws are distinct (Ohio Rev. Code §§ 1702.10-.11, .30(A)). |
Incorporators or their majority may adopt regulations before a member meeting; after 90 days without adoption, voting members may adopt (§ 1702.10). |
Incorporators act at a meeting after articles are filed and before a voting-member meeting; the 90-day fallback is a voting-member meeting (§ 1702.10). |
Regulations govern corporate affairs and may cover member, director, and officer matters; directors' own bylaws must accord with articles and regulations (§§ 1702.10-.11, .30(A)). |
Directors may adopt bylaws for their own government; the regulations or articles can set the method for changing corporation-wide regulations (§§ 1702.11(B), .30(A)). |
Absent an articles/regulations method: majority of voting members present at a purpose-specific meeting with a quorum; class rights may be specified (§ 1702.11(A)(4), (B)(1)). |
Special-meeting notice states its purpose; after no-meeting amendment, secretary sends the change to voting members who did not participate (§§ 1702.18, 1702.11(E)). |
Members may adopt or authorize directors to adopt emergency regulations, operative only during the statutory emergency (§ 1702.11(C)). |
Keep account books and minutes; member or director may inspect books and records for a reasonable and proper purpose at a reasonable time (§ 1702.15). |
| Oklahoma verified 2026-10-06 | Oklahoma General Corporation Act governs nonprofit nonstock corporations; § 1013(A) supplies their express bylaw rule (§§ 1004.1, 1013). |
Original bylaws may be adopted by incorporators or named initial governing-body members; § 1013(A) is permissive (§ 1013(A)). |
After certificate filing, incorporators or named initial governing body meet on majority call; 2 days' written/electronic notice, or unanimous consent (§§ 1004.1, 1012). |
Bylaws may regulate corporate affairs and powers consistently with law and the certificate (§ 1013(B)). |
Governing body may adopt, amend, or repeal; default board vote is majority present at quorum, with unanimous written consent alternative (§§ 1013(A), 1027(B),(F),(G)). |
Certificate may confer bylaw power on members without divesting governing body; default member meeting vote is majority present/proxied at one-third quorum, subject to class rules (§§ 1013(A), 1060(C)). |
Member meeting notice generally 10–60 days, with special-meeting purpose stated; certificate may give members concurrent bylaw power (§§ 1004.1, 1013(A), 1067(A)–(B)). |
Governing body may adopt emergency bylaws; members may amend/repeal them. They operate during specified emergencies and cease afterward (§§ 1004.1, 1014(A),(E)). |
Member may demand inspection of corporate books/records under oath for a proper purpose; current bylaws become expressly listed on 2026-11-01 (§§ 1004.1, 1065(B); future § 1065(A)(1)(b)). |
| Oregon verified 2026-09-30 | Domestic public-benefit, religious, and mutual-benefit nonprofits under ORS chapter 65; voting-member and memberless amendment tracks (§§ 65.061, .461, .464). |
Incorporators or board, whichever completes organization at its organizational meeting, SHALL adopt initial bylaws (§§ 65.057, .061(1)). |
After incorporation, named directors organize on majority-director call; otherwise incorporators organize. Meeting notice under § 65.344; unanimous written consent alternative (§ 65.057). |
Management/affairs rules consistent with law/articles; bylaws prevail over other management documents except articles (§ 65.061(2)–(3)). |
Board ordinarily may amend/repeal unless articles, chapter, protected member bylaw, or third-person reservation controls; memberless track also lets incorporators act before directors chosen (§§ 65.461, .464). |
Voting members may amend/repeal; default majority of votes represented and voting with quorum. Member approval mandatory to raise member quorum or change member vote rule; class vote if law/articles/bylaws require (§§ 65.241, .244, .464). |
Memberless board amendment notice must include copy/summary or nature; member meeting notice fair/reasonable, 7-day safe harbor and amendment description. Written third-person approval may be reserved in articles (§§ 65.461, .214, .467). |
Board may adopt/amend/repeal emergency-only bylaws unless articles differ; members may amend/repeal. Effective while catastrophic event prevents ready board quorum, ending with emergency (§ 65.064). |
Keep current bylaws and amendments for inspection; members may inspect/copy after 5 business days’ written demand, subject to religious-corporation limits (§§ 65.771(5)(b), .774(1),(5)). |
| Pennsylvania verified 2026-09-30 | Pennsylvania nonprofit corporation, 15 Pa.C.S. §§ 5310, 5504; member and board powers differ by bylaw reservation. |
Initial directors, or incorporators if no directors named, adopt at organization meeting; those bylaws have member-adopted status (§ 5310(a)). |
After existence begins; any eligible caller gives other directors/incorporators at least five days' time-and-place notice; person, consent, or proxy action (§ 5310). |
Management/affairs provisions if consistent with law and articles; an articles-only rule cannot be put in bylaws (§ 5504(a), (c)). |
Only if bylaws expressly vest authority in board or other body; member-committed subjects remain off-limits; ordinary board vote is majority present and voting at quorum (§§ 5504(a)-(b), 5727). |
Voting members may adopt/amend/repeal; ordinary vote is majority cast, including each voting class; unanimous consent or bylaw-authorized partial consent available (§§ 5504(a), 5757, 5766). |
Member meeting notice must say bylaws are at issue and include proposed text or change summary; specified member-vote threshold cannot be lowered by fewer votes (§ 5504(a), (d)). |
Board or other body may adopt temporary emergency bylaws unless bylaws restrict; members may change/repeal; emergency requires board quorum unavailable for listed disaster causes (§ 5509). |
Keep incorporator/member/director/other-body minutes; each member may receive current bylaws promptly, free, in record form on demand (§ 5508(a), (f)). |
| Rhode Island verified 2026-09-30 | Rhode Island Nonprofit Corporation Act, Chapter 7-6; corporations may have member classes or no members (§§ 7-6-15–16). |
Initial bylaws shall be adopted by board of directors (§ 7-6-16). |
After certificate issuance, majority of incorporators may call named directors' organization meeting; three days' mailed notice to each named director (§ 7-6-37). |
Affairs-management provisions must be consistent with law and articles (§ 7-6-16). |
Board may alter, amend, repeal, or adopt bylaws unless articles/bylaws vary power; majority present at quorum is default (§§ 7-6-16, -25). |
Member amendment authority requires articles/bylaws; when members act, majority present/proxied at quorum, subject to greater or class requirements (§§ 7-6-16, -20–21, -102). |
Board meeting notice follows bylaws; meeting purpose need not be stated; member meetings ordinarily get 10–60 days' written notice; higher document votes control (§§ 7-6-19, -27, -102). |
Board may adopt emergency bylaws for U.S. attack or nuclear/atomic disaster; ordinary bylaws resume when emergency ends (§ 7-6-17). |
Keep account books, minutes, and in-state voting-member address record; members/agents may inspect books and records for proper purpose at reasonable time (§ 7-6-30). |
| South Carolina verified 2026-09-30 | Domestic nonprofit under S.C. Nonprofit Corporation Act, ch. 31; public-benefit, mutual-benefit, and religious class rules differ (§§ 33-31-206, -1022). |
Incorporators or board shall adopt bylaws; named directors organize and adopt; otherwise incorporators elect completing board (§§ 33-31-205–206). |
After incorporation, named directors or incorporators hold organizational meeting; incorporators may use unanimous written consents (§ 33-31-205). |
Bylaws may regulate and manage affairs if consistent with law and articles (§ 33-31-206(b)). |
Board may amend unless articles/statute reserve power, protected member clause bars it, or required third-person consent applies; no-member/no-vote amendment needs majority of directors in office (§§ 33-31-1020–1021). |
Members may amend; default majority of votes represented and voting, also majority of required quorum. Class vote varies by public-benefit, mutual-benefit, or religious type; required class approval is two-thirds cast or majority voting power, whichever less (§§ 33-31-723, -1021–1022). |
Member amendment meeting notice states purpose and copy/summary; no-member board meeting notice gives proposal and seven days. Dues, higher member/board quorum/vote, and permitted outside approvals have extra protection (§§ 33-31-1020–1024, -1030). |
Directors may adopt/amend/repeal emergency-only bylaws unless articles differ; members may amend/repeal; catastrophe preventing ready director quorum triggers them, and they expire with emergency (§ 33-31-207). |
Current bylaws/amendments kept at principal office; member may inspect/copy after five business days’ written notice or demand (§§ 33-31-1601(e), -1602(a)). |
| South Dakota verified 2026-09-30 | South Dakota nonprofit corporation law, chapters 47-22 to 47-28 (§§ 47-22-33, 47-23-12). |
Board shall adopt initial bylaws (§ 47-22-33). |
After certificate issuance, majority of incorporators calls named first board; each director gets three days’ mailed notice stating time/place (§ 47-22-31). |
Management provisions consistent with law/articles; bylaw change to director number controls unless articles reserve article amendment (§§ 47-22-33–34). |
Board ordinarily alters, amends, repeals, or adopts bylaws unless articles/bylaws differ; majority present at quorum is default (§§ 47-22-33, 47-23-20). |
Member bylaw authority depends on articles/bylaws; when members act, majority of votes represented at quorum, subject to greater/class requirements; unanimous consent or statutory ballot route (§§ 47-22-33, 47-23-6, -9, -12, -23). |
Member meetings ordinarily get 10–50 days’ notice; board notice follows bylaws; greater document votes and protected article reservation for director-number change control (§§ 47-22-34, 47-23-7, -21, -23). |
Board may adopt emergency bylaws during national-security, national-health, or other declared emergency requiring action; effect ends with emergency (§§ 47-22-35, -39). |
Account books, minutes, and voting-member address record required; members/agents may inspect books and records for proper purpose at reasonable time (§§ 47-24-1–2). |
| Tennessee verified 2026-10-04 | Tenn. Code Ann. §§ 48-52-105–107, 48-60-201–206 govern ordinary domestic nonprofit bylaws |
Incorporators or board must adopt initial bylaws (§ 48-52-106(a)) |
After incorporation, named initial directors hold organizational meeting; otherwise incorporators meet on 2 days' notice and elect directors; incorporators may act by unanimous signed written consent (§ 48-52-105) |
Bylaws may regulate business and affairs if consistent with law and charter (§ 48-52-106(b)); charitable restrictions may require court order (§ 48-60-206) |
Board may amend/repeal unless charter/statute or member-reserved clause restricts it; memberless board amendment needs majority of directors in office (§§ 48-60-201–203) |
Members may amend/repeal by lesser of 2/3 votes cast or majority voting power; dues-only amount by majority present/voting unless higher; affected classes vote separately (§§ 48-60-202, -205) |
Memberless board amendment notice must describe proposal; member meeting notice under § 48-57-105; higher-quorum clauses, member-reserved bylaws, third-party approval, and charity limits protected (§§ 48-60-201–206) |
Board or incorporators may adopt emergency-only bylaws unless charter differs; members may amend/repeal; effect ends with emergency (§ 48-52-107) |
Current bylaws and amendments kept at principal office; member may inspect/copy on written demand at least 5 business days ahead, subject to § 48-66-103(c) (§§ 48-66-101(e), -102(a)) |
| Texas verified 2026-09-30 | Domestic nonprofit under Business Organizations Code ch.22; board-managed default, certificate may vest management in members (§§ 22.102, 22.202). |
Initial bylaws required; board adopts, or members if management vested in them (§ 22.102(a)). |
Board organization meeting after formation; organizer/majority-director call and notice by third day before meeting. Member-managed corporation holds member organization meeting called by organizer, with statutory notice choices (§ 22.104). |
Governance rules consistent with law/certificate; certificate controls conflict, except director-number bylaw controls unless certificate reserves its own amendment (§§ 22.102–.103). |
Board may amend/repeal/adopt unless chapter/certificate reserves members, members manage, or members expressly protect a bylaw. Default board vote is majority present in person/proxy at quorum; document-authorized consent route (§§ 22.102, .213–.214, .220). |
Members hold reserved power and manage if certificate so provides. Default meeting quorum one-tenth voting power, approval majority of represented voting entitlement; class voting rights may be varied in certificate/bylaws. Unanimous written consent, or certificate-authorized lesser consent (§§ 22.102, .159–.160, 6.201–.202). |
Member meetings: written notice 10–60 days unless church exception; organizational notice by third day. Member-adopted clause can expressly bar board amendment/repeal; certificate may reserve member power (§§ 22.102, .104, .156). |
Any emergency governance clause falls under general bylaw authority and its law/certificate/member limits (§ 22.102). |
Member may examine and copy relevant corporate books/records for a proper purpose after written purpose-demand, at member expense (§ 22.351). |
| Utah verified 2026-10-01 | Domestic nonprofit corporation under Utah Code Title 16, Chapter 6a; bylaw rules in §§ 16-6a-206, -1010 to -1013. |
Initial adoption optional; board first, no-director incorporators next, then members if neither acted (§ 16-6a-206(1)). |
After incorporation, named directors or no-director incorporators may organize on majority call; incorporators may use all-signed written consent (§ 16-6a-205). |
Bylaws may manage business/affairs, including emergencies, if consistent with law and articles (§ 16-6a-206(2)). |
Board may add/change/delete unless chapter, articles, or bylaws reserve/prohibit or class-rights change bars it; majority present at quorum; written action has unanimous or notice/no-veto route (§§ 16-6a-1010(1), -816, -813). |
Members may amend unless bylaws differ; article-amendment procedure imports proposal, notice/summary, each entitled voting-group vote and class-rights protection (§§ 16-6a-1010(2), -1003, -1004, -714–715). |
Member amendment notice states purpose and copy/summary or nature; 10-day fair-notice safe harbor. Greater member/board quorum and voting bylaws use higher-current/proposed thresholds, and articles may require third-person written approval (§§ 16-6a-1003(4), -704, -716, -1011–1013). |
Board may adopt emergency-only bylaws in anticipation of/during catastrophe preventing ready director quorum; § 16-6a-206 also permits emergency management provisions (§§ 16-6a-303, -206(2)). |
Keep bylaws at principal office; director/member may inspect/copy on 5-business-day written demand for proper purpose (§§ 16-6a-1601(5), -1602). The records provision now points to § 16-1a-212 for the annual report. |
| Vermont verified 2026-09-30 | Title 11B nonprofit corporations; public-benefit, mutual-benefit, and religious class votes differ (§§ 10.20–10.22). |
Incorporators or board shall adopt bylaws (§ 2.06(a)). |
After incorporation, named directors organize on majority call; otherwise incorporators meet to elect directors; unanimous written incorporator consent may substitute (§ 2.05). |
Bylaws may regulate and manage affairs if consistent with law and articles (§ 2.06(b)). |
Memberless: incorporators before directors, then board, may amend by majority of directors in office with § 8.22(c) notice; with members, board approval is also required for specified public-benefit amendments (§§ 10.20–10.21). |
With members, two-thirds of votes cast or majority voting power, whichever is less; required class vote uses same class denominator, with differing triggers by entity type (§§ 10.21–10.22). |
Memberless director meeting: seven-day written notice plus amendment copy/summary or general nature; member meeting: written notice with copy and any summary; third-person written approval if articles require it; member termination has special notice and two-thirds of each class (§§ 8.22, 10.20–10.21, 10.30–10.31). |
Chapter 10 §§ 10.20–10.31 supplies ordinary amendment paths; it states no separate emergency-bylaw procedure. |
Current bylaws and amendments kept at principal office, or Vermont registered office if none; member inspection/copying after five-business-day written notice at reasonable time/location (§§ 16.01–16.02). |
| Virginia verified 2026-09-30 | Virginia Nonstock Corporation Act; domestic nonstock corporation (§ 13.1-801). |
Incorporators or board shall adopt initial bylaws; named initial directors organize to adopt them (§§ 13.1-822–823). |
After incorporation, majority-called initial-director meeting; absent named directors, incorporators meet to elect board. Incorporators may act by unanimous written consent (§ 13.1-822). |
Any bylaw provision consistent with law and articles (§ 13.1-823). |
Board may amend/repeal except articles, § 13.1-893, or express member reservation; default board vote is majority present with quorum, subject to documents (§§ 13.1-868, -892–893). |
Voting rights derive from articles or authorized bylaws; member adoption/amendment can restrict board. Default meeting vote is majority of votes entitled to be cast by those present/proxied at quorum; separate-group quorum applies (§§ 13.1-846, -849, -892). |
Member meetings generally require 10–60 days’ notice; special-meeting purpose stated. Member-adopted higher board quorum/vote bylaws are member-protected; board changes must satisfy existing threshold (§§ 13.1-842, -893). |
Board may adopt absent contrary articles; members may amend/repeal. Effective only while catastrophe prevents ready assembly of board quorum (§ 13.1-824). |
Keep current bylaws and amendments; member may inspect/copy at principal office on five-business-day written notice (§§ 13.1-932–933). |
| Washington verified 2026-09-30 | Washington Nonprofit Corporation Act, chapter 24.03A RCW; membership-corporation protections apply where there are members (§§ 24.03A.125, .695). |
Board shall adopt initial bylaws (§ 24.03A.125). |
After incorporation, majority-called initial-director meeting adopts bylaws; if directors resign/refuse, incorporators elect a board. Each actor may sign organizational consent (§ 24.03A.120). |
Governance provisions allowed if consistent with law and articles; articles control a conflict (§ 24.03A.125). |
Board ordinarily alters, amends, repeals, or adopts bylaws, subject to articles, bylaws, chapter, and affected-class approvals; default board vote is majority present at quorum (§§ 24.03A.565, .690, .695). |
Affected classes approve listed rights, dues, termination, and membership-purchase changes; divided classes each need member majority. Default member quorum 10% and votes for must exceed votes against (§§ 24.03A.440, .695). |
Member meeting notice generally 10–60 days; special notice states purpose. Higher quorum/vote changes satisfy existing threshold; specified third-party approval must be in a record (§§ 24.03A.410, .445, .705). |
Emergency powers allow succession, altered board procedure, and remote meetings during catastrophic board-quorum disruption (§ 24.03A.145). |
Keep current bylaws and amendments; members inspect/copy at reasonable location on five-business-day executed notice (§§ 24.03A.210–.215). |
| West Virginia verified 2026-09-30 | West Virginia Nonprofit Corporation Act, Chapter 31E; domestic nonprofit with or without voting members (§§ 31E-2-205, 31E-10-1020). |
Incorporators or board shall adopt initial bylaws (§ 31E-2-205). |
After incorporation, named initial directors meet on majority call; otherwise incorporators meet or all sign written consent (§ 31E-2-204). |
May manage business and affairs consistently with law and articles (§ 31E-2-205(b)). |
Board may amend/repeal unless articles, protected quorum clause, or member-adopted restriction reserves power; board meeting vote normally majority present (§§ 31E-8-824, 31E-10-1020–1022). |
Voting members may amend/repeal; at a quorate meeting favorable votes must exceed opposing votes unless articles require more; class action counted separately (§§ 31E-7-724–725, 31E-10-1020). |
Member meeting notice 10–60 days and must mention bylaw action; member-adopted higher board quorum/vote clauses and articles-authorized higher member thresholds protected (§§ 31E-7-705, 31E-10-1021–1022). |
Board may adopt emergency-only bylaws unless articles differ; members may amend/repeal; effect ends with catastrophic emergency (§ 31E-2-206). |
Keep current bylaws/amendments at principal office; member inspection on five-business-day written demand cannot be abolished by documents (§§ 31E-15-1501–1502). |
| Wisconsin verified 2026-09-30 | Ordinary domestic nonstock corporation under ch. 181; bylaws governed by §§ 181.0206, 181.1020-.1030. |
Incorporators, members, or board shall adopt initial bylaws (§ 181.0206(1)). |
After incorporation, named directors organize and adopt bylaws; otherwise incorporators choose directors or a completing board. Unanimous incorporator written consent is available (§ 181.0205). |
May regulate affairs and management consistently with articles and state law; inconsistent articles control (§§ 181.0206(3), 181.0202(4)). |
Board may amend/repeal except reserved or member-protected bylaws; member-adopted bylaws require conferred board power. No-voting-member amendments need majority of directors in office (§§ 181.0206(2), 181.1020-.1021). |
Voting members may adopt, amend or repeal; ordinary vote is majority of votes entitled to be cast by those present at quorum. Affected classes may need separate approval, normally two-thirds cast or majority voting power, whichever less (§§ 181.1021-.1022, 181.0722-.0723). |
No-voting-member board amendments need seven-day written director notice with proposal; member meetings follow bylaws or fair/reasonable notice. Member approval protects increased quorum/vote rules; articles may require written third-person approval (§§ 181.1020, 181.0822(3), 181.0705, 181.0722-.0723, 181.1030). |
Board may adopt emergency-only bylaws unless articles differ; board or members may amend/repeal; effective only during catastrophic inability to assemble director or member quorum (§ 181.0207). |
Keep current bylaws and amendments at principal office; member inspection/copying after five business days’ written notice or demand (§§ 181.1601(5), 181.1602(1)). |
| Wyoming verified 2026-09-30 | Wyoming Nonprofit Corporation Act, title 17 chapter 19; public-benefit, mutual-benefit, and religious class rules differ (§§ 17-19-1020–1022). |
Incorporators or board shall adopt initial bylaws; if none, annual-meeting and officer defaults apply and bylaws may be adopted at a director/member meeting (§ 17-19-206). |
After incorporation, named directors organize on majority call; otherwise incorporators meet to elect directors; unanimous written incorporator consent may substitute (§ 17-19-205). |
Bylaws may regulate and manage affairs if consistent with law and articles (§ 17-19-206(b)). |
Memberless: incorporators before directors, then board, may amend by majority of directors in office with specified notice; with members, board approval also required for specified public-benefit/religious changes (§§ 17-19-1020–1021). |
With members, two-thirds of votes cast or majority voting power, whichever is less; required class vote uses same class denominator, with distinct triggers by corporation type (§§ 17-19-1021–1022). |
Memberless director vote needs seven-day written notice plus amendment copy/summary or general nature; member meeting/solicitation requires copy or summary; third-person written approval may be reserved; member termination needs two-thirds of each class (§§ 17-19-822, -1020–1021, -1030–1031). |
Unless articles provide otherwise, board may adopt emergency bylaws when extraordinary events prevent ready director quorum; members may amend/repeal; emergency bylaws cease when emergency ends (§ 17-19-207). |
Current bylaws/amendments at principal office; member inspection/copying after five-business-day written notice or demand, subject to religious-corporation document limits (§§ 17-19-1601–1602). |
All 51 jurisdictions verified. Each state page shows the statute text and verification date behind its row.
Have a specific situation?
A 50-state comparison shows the landscape. Ask your exact question and see what your state's law says for your facts, with citations.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace