Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Delaware

At a glance

Requirements one by one

Initial adoption and organization

Sections 109(a) and 114 distinguish the incorporators from the initial members of a nonstock corporation's governing body named in its certificate. Either may adopt original bylaws in the circumstances stated in § 109(a). Under § 108(a), after the certificate is filed, a majority of incorporators or named governing-body members calls an organization meeting to adopt bylaws and complete organization. Section 108(b) requires at least two days' written or electronic notice to the others, stating time, place, and purposes. Section 108(c) also permits action without a meeting if each acting incorporator or governing-body member consents, unless the certificate restricts it.

Amendment authority and votes

Section 109(a) places bylaw adoption, amendment, and repeal power in members entitled to vote. The certificate may confer the same power on the governing body, but that grant does not divest or limit the members' power. Section 109(b) permits bylaw provisions about affairs and corporate rights that are consistent with law and the certificate.

When members act, § 215(c) supplies a default quorum of one-third of members and a majority vote of members present or represented by proxy and entitled to vote, unless the certificate, bylaws, or chapter provide otherwise. It also supplies a separate class/group quorum and vote where separate voting is required. Under § 228(b), unless the certificate provides otherwise, members may act by written consent with at least the votes that would be needed at a meeting where all voting members were present and voted.

If the certificate gives the governing body bylaw power, § 141(b), applied through § 114(a), ordinarily makes a majority of members of that body present at a quorum the governing body's act, subject to greater document requirements.

Emergency bylaws and records

Section 110(a), applied to nonstock corporations by § 114, permits emergency bylaws for an attack, nuclear or atomic disaster, catastrophe including epidemic or pandemic, declared national emergency, or similar condition. The governing body may adopt them, or a majority of those present if a quorum cannot readily convene. Under § 110(e), ordinary bylaws continue where consistent, and emergency bylaws cease to operate when the emergency ends.

Section 220(a)(1) expressly includes the bylaws then in effect in books and records. Under § 220(b), as applied through § 114(a), a member may demand inspection by a written demand under oath for a proper purpose during usual business hours. The demand must describe the purpose and records with reasonable particularity and go to the registered office or principal place of business.

What trips people up

An express certificate grant to the governing body under § 109(a) is shared power, not an exclusive transfer. The voting members still may adopt, amend, or repeal bylaws.

Section 228(e) requires prompt notice to members who did not consent after a valid nonunanimous written-consent action. That notice follows the action; § 228(b) permits the action without prior notice unless the certificate provides otherwise.

Common questions

Can the governing body act without a meeting? Section 141(f), applied through § 114(a), allows written or electronic consent of all governing-body members unless the certificate or bylaws restrict it. The consents are filed with the body's minutes.

Are emergency bylaws permanent? No. Section 110(e) ends their operation when the emergency ends.

Statutes and sources

• 8 Del. C. § 108, accessed September 30, 2026.
• 8 Del. C. § 109, accessed September 30, 2026.
• 8 Del. C. § 110, accessed September 30, 2026.
• 8 Del. C. § 114, accessed September 30, 2026.
• 8 Del. C. § 141, accessed September 30, 2026.
• 8 Del. C. § 215, accessed September 30, 2026.
• 8 Del. C. § 220, accessed September 30, 2026.
• 8 Del. C. § 228, accessed September 30, 2026.