Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Colorado

At a glance

Requirements one by one

Adoption and organization

Section 7-122-106(1) permits the board to adopt initial bylaws, or incorporators to do so before directors are named or elected. Members may adopt them if neither group has acted. At an organizational meeting after incorporation, incorporators may adopt bylaws and elect a board when no initial directors were named; named directors may adopt bylaws and appoint officers under § 7-122-105. Incorporators may act without a meeting through the director-action procedure referenced in subsection (2).

Content and amendment power

Bylaws may regulate the corporation’s affairs if consistent with the articles and law under § 7-122-106(2). The board may change a bylaw under § 7-130-201(1) unless the statute or articles reserve that power to members, a particular bylaw expressly bars board amendment, or the change shifts specified membership-class rights by changing another class's rights. The ordinary board vote is a majority of directors present with quorum under § 7-128-205(3). Member amendments use the separate procedure below.

Member proposal, vote, and class approval

Section 7-130-201(2) applies §§ 7-130-103 and 7-130-104 to a member bylaw amendment as though their references to articles referred to bylaws. Under § 7-130-103(1), the board or members holding at least 10% of votes entitled to be cast may propose it, subject to a different governing-document or statutory rule. The board ordinarily recommends a board proposal. Every entitled voting group must approve; under § 7-127-205, the ordinary group quorum is 25%, and votes for must exceed votes against. Section 7-130-104 gives separate voting groups to classes affected in the specified ways and requires approval by each newly created class when a class is divided.

Notice and protected provisions

For a member amendment meeting, § 7-130-103(4) requires notice stating the amendment purpose and giving a copy, summary, or its general nature. Section 7-127-104 requires fair and reasonable member meeting notice consistent with the bylaws; its safe harbor generally runs from 10 to 60 days before the meeting, with a 30-day minimum for certain mail. A proposed member consent must include a copy or summary under § 7-130-103(6).

The board cannot amend a bylaw fixing a lesser or greater member quorum or greater member vote under § 7-130-202(2). Section 7-130-203 separately protects greater board quorum or vote provisions: a member-adopted one may be amended only by members; for a board-adopted one, the board must meet the old or proposed quorum and vote, whichever is greater. Section 7-127-207(2) also applies the higher of the existing or proposed quorum, vote, and voting-group requirements to amendments changing those rules. Articles may require a named third person's written approval under § 7-130-301.

Emergency bylaws and records

Unless the articles provide otherwise, the board may adopt emergency bylaws under § 7-122-107. They apply when a catastrophic event prevents a director quorum from readily being obtained; consistent regular bylaws remain operative, and members may amend or repeal the emergency provisions. The emergency bylaws cease to apply when the emergency ends.

The corporation must keep bylaws at its principal office under § 7-136-101(5). A member may inspect and copy them there during regular business hours after a written demand made at least five business days in advance under § 7-136-102(1).

What trips people up

A board power to amend under § 7-130-201(1) does not cover every bylaw. A member or board clause that raises quorum or voting requirements can have extra protection under §§ 7-130-202 and 7-130-203. An amendment terminating a membership class triggers a further pre-proposal notice to members under § 7-130-302(2).

Common questions

Are initial bylaws mandatory? Section 7-122-105 says the organizers may adopt them “if desired,” and § 7-122-106 supplies the order in which the board, incorporators, or members may act.

Can members propose their own bylaw amendment? Yes. Through § 7-130-201(2), § 7-130-103(1) allows members holding at least 10% of votes entitled to be cast to propose one, subject to a different governing rule.

Can a member get a copy of the bylaws? Yes. Section 7-136-102(1) gives inspection and copying rights after the five-business-day written demand.

Statutes and sources

• Colo. Rev. Stat. § 7-122-105, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-122-106, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-122-107, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-201, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-202, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-203, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-301, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-302, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-103, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-130-104, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-127-104, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-127-205, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-127-206, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-127-207, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-127-107, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-128-205, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-136-101, accessed 2026-09-30.
• Colo. Rev. Stat. § 7-136-102, accessed 2026-09-30.