Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Alaska

At a glance

Requirements one by one

Adoption and organizational meeting

Section 10.20.056 says the board shall adopt the initial bylaws. Under § 10.20.166(a), after the incorporation certificate issues, a majority of incorporators calls an organizational meeting of directors named in the articles to adopt bylaws and elect officers. The callers give each named director at least three days' mailed notice stating time and place.

Later amendments and votes

Section 10.20.056 ordinarily vests bylaw adoption, alteration, amendment, and repeal in the board; the articles may instead reserve that power to members. Bylaws may regulate management and affairs only consistently with law and the articles. Under § 10.20.106, a majority of directors present at a meeting with a quorum is the default board act, unless the documents require more.

If the articles reserve bylaw action to members, § 10.20.076 ordinarily requires a majority of votes represented and entitled to vote at a quorate meeting. Its default quorum is members holding one-tenth of votes entitled to be cast, and it bars a smaller quorum. Section 10.20.071 permits member and class rights to vary through the articles or bylaws; § 10.20.685 gives effect to a higher vote or class concurrence imposed by those documents. Under § 10.20.695, all members entitled to vote may instead sign a written consent.

Notice and records

Section 10.20.066 ordinarily requires 10 to 50 days' written notice of a member meeting, including the purpose of a special meeting. Section 10.20.116(b) leaves ordinary board-meeting notice to the bylaws; a special board meeting must follow the bylaw notice.

Under § 10.20.131(a), the corporation keeps complete account books, minutes, and an in-state registered- or principal-office record of voting members' names and addresses. Subsection (b) permits a member, agent, or attorney to inspect all corporate books and records for a proper purpose at a reasonable time.

What trips people up

Member amendment power under § 10.20.056 depends on articles reservation. A bylaw provision alone does not create the statutory reservation of the board's amendment power.

Section 10.20.071(d) gives directors sole voting power if the corporation has no members or its members have no vote. The corporation's membership and voting provisions therefore matter before applying the member-vote rules.

Common questions

Can directors approve a bylaw without a meeting? Section 10.20.695 permits written consent signed by all directors for an action that could be taken at a meeting.

Does AS 10.20 create a separate emergency-bylaw route? Section 10.20.056 states the ordinary bylaw authority; it contains no separate emergency procedure.

Statutes and sources

• Alaska Stat. § 10.20.056, accessed September 30, 2026.
• Alaska Stat. § 10.20.066, accessed September 30, 2026.
• Alaska Stat. § 10.20.071, accessed September 30, 2026.
• Alaska Stat. § 10.20.076, accessed September 30, 2026.
• Alaska Stat. § 10.20.106, accessed September 30, 2026.
• Alaska Stat. § 10.20.116, accessed September 30, 2026.
• Alaska Stat. § 10.20.131, accessed September 30, 2026.
• Alaska Stat. § 10.20.166, accessed September 30, 2026.
• Alaska Stat. § 10.20.685, accessed September 30, 2026.
• Alaska Stat. § 10.20.695, accessed September 30, 2026.