Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Arkansas

At a glance

Requirements one by one

Formation and initial bylaws

The 1993 act directs incorporators or directors to adopt bylaws (§ 4-33-206). After incorporation, named initial directors hold an organizational meeting to appoint officers and adopt bylaws. If the articles name no initial directors, the incorporators meet to elect them; each incorporator may instead sign a written consent for incorporator action (§ 4-33-205). Bylaw contents may regulate corporate affairs only when consistent with law and the articles (§ 4-33-206).

Amendments without members

Before directors are chosen, incorporators of a corporation without members can amend bylaws; afterward the board can (§ 4-33-1020). A board amendment requires a majority of directors in office. The meeting notice must describe the proposed amendment or its general nature; § 4-33-822(c) supplies at least seven days' written notice. The ordinary board quorum and voting rule in § 4-33-824 remains relevant to other board action.

Amendments with members

Section 4-33-1021 generally requires approval by members through the lesser of two-thirds of votes cast or a majority of voting power, subject to a greater vote, class vote, or other condition. For public-benefit or religious corporations, it also requires board approval unless the amendment concerns board number, composition, term, or selection. Section 4-33-1022 gives public-benefit classes a differential voting-rights vote, mutual-benefit classes broader membership-right votes, and religious classes a vote only when articles or bylaws provide one. When a class vote is required, that class uses the same lesser-of-two-thirds-or-majority threshold.

Notice and additional approval

Member-meeting notice for a bylaw amendment must state the purpose and include a copy or summary (§ 4-33-1021(d)). Section 4-33-705 provides a fair-notice measure of 10 to 60 days, or at least 30 days if mailed other than first class or registered mail. Written-consent or ballot solicitation must also include a copy or summary (§ 4-33-1021(e)). Section 4-33-704 permits member written consent by holders of at least 80% of voting power unless governing documents limit it; the consent is delivered for minutes or corporate records. Articles can require a specified other person's written approval (§ 4-33-1030).

Emergency bylaws

Under § 4-33-207, directors may adopt, amend, or repeal emergency bylaws unless articles provide otherwise. Members may amend or repeal them. A catastrophe that prevents a director quorum from readily assembling triggers the emergency; the emergency bylaws stop operating when it ends.

What trips people up

Section 4-33-1701 leaves pre-1994 corporations that never elected into the 1993 act under preexisting law. For corporations under the 1993 act, the memberless amendment route in § 4-33-1020 is different from the member voting rules in § 4-33-1021. A public-benefit or religious corporation can need both board and member approvals, while the mutual-benefit default is framed differently.

Common questions

Can members sign instead of meeting? Section 4-33-704 sets an 80% voting-power threshold for written consent, subject to governing-document limits. The amendment solicitation still carries a copy or summary under § 4-33-1021(e).

Can the articles require an outsider's sign-off? Yes. Section 4-33-1030 permits written approval by a specified person other than the board.

Where does the act say to keep a bylaw copy? Sections 4-33-206 and 4-33-1020–1021 state the adoption and amendment mechanics; they do not give a separate location or member inspection procedure for the bylaw copy. Section 4-33-704 does direct that member written consents be delivered for the minutes or corporate records.

Statutes and sources

• Ark. Code § 4-33-1701: “All provisions of this chapter shall apply to all domestic corporations incorporated on or after January 1, 1994, as specified in § 4-33-1706. A corporation incorporated prior to January 1, 1994, under any general statute of this state providing for incorporation of nonprofit corporations may elect to be governed by the provisions of this chapter by amending its articles of incorporation to provide that it shall be so governed.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-1701: “Domestic corporations existing prior to midnight, December 31, 1993, which do not elect to be governed by its provisions shall continue to be governed by preexisting law.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-205: “(a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-206: “(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-207: “(a) Unless the articles provide otherwise the directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (1) how to call a meeting of the board; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-704: “(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this Act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-705: “(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) 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 subsection (c)(2) must be given as provided in subsection (c). (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual, regular and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date; (2) notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under sections 831, 856, 1003, 1021, 1104, 1202, 1401, or 1402; and (3) notice of a special meeting includes a description of the matter or matters for which the meeting is called.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-822: “(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 days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 823.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-824: “(a) Except as otherwise provided in this Act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this Act, the articles or bylaws require the vote of a greater number of directors.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-1020: “If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to section 1030. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with section 822(c). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment of the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-1021: “(a) Unless this Act, the articles, bylaws, the members (acting pursuant to subsection (b)), or the board of directors (acting pursuant to subsection (c)) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved: (1) 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; (2) by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 1030. (b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis. (c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment. (e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-1022: “(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class. (b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would: (1) affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class; (2) change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class; (3) increase or decrease the number of memberships authorized for that class; (4) increase the number of memberships authorized for another class; (5) effect an exchange, reclassification or termination of all or part of the memberships of that class; or (6) 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 bylaws only if a class vote is provided for in the articles or bylaws. (d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and (e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less. (f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.” Official enrolled act (accessed 2026-09-30).
• Ark. Code § 4-33-1030: “The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.” Official enrolled act (accessed 2026-09-30).