Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Idaho

At a glance

Requirements one by one

Adoption and organization

Under § 30-30-206, the board or members shall adopt initial bylaws, which may regulate corporate affairs consistently with law and the articles. Section 30-30-205 puts named initial directors at an organizational meeting after incorporation, called by a majority of them, to appoint officers and adopt bylaws. Otherwise, the incorporators meet to elect directors or a board to complete organization. Incorporators can instead all sign a written consent describing the action.

Ordinary amendments

A memberless corporation's incorporators may amend bylaws before directors are chosen; afterward, § 30-30-708 requires a majority of directors in office, with the special notice described below. For a corporation with members, § 30-30-709 ordinarily requires both a simple board majority and member approval by the lesser of a simple majority of votes cast or a majority of voting power. The articles or bylaws may change that default, and the board may condition an amendment it initiates or must approve on a higher percentage or another basis. Under § 30-30-504, qualifying member action may also use written consents from at least 80% of voting power, followed by written notice to nonconsenters and a ten-day effectiveness rule. Section 30-30-508 permits a written ballot route with participation and approval thresholds tied to a meeting.

Class and protected votes

Section 30-30-710 gives a class a separate vote when specified membership rights change, despite a contrary voting exclusion in the articles or bylaws. A required class approval uses the lesser of two-thirds of votes cast by the class or a majority of its voting power; a religious corporation's class has the vote only if its articles or bylaws provide it. Under §§ 30-30-511–512, increasing a member quorum and changing the member vote requirement through bylaws require member approval; a board may decrease a member quorum unless the bylaws prohibit it.

Emergency bylaws and records

Under § 30-30-207, directors may adopt emergency-only procedures unless the articles say otherwise. Members may amend or repeal them. They operate only while a catastrophic event prevents a board quorum from readily assembling, and they cease to operate when the emergency ends. Section 30-30-1101 requires current bylaws and amendments at the principal office. Under § 30-30-1102, a member may inspect and copy them after at least 15 business days' written notice or demand; a religious corporation's articles or bylaws may limit or abolish that inspection right.

What trips people up

For a memberless corporation, § 30-30-708 requires notice of the proposed bylaw amendment to each director under § 30-30-614(3)'s seven-day written-notice rule. The notice also must identify the amendment and include a copy, summary, or description of its general nature. The ordinary two-day special-board-meeting rule is insufficient for this action.

For a corporation with members, § 30-30-709 requires written meeting notice accompanied by a copy or summary of the amendment. Consent, ballot, and absentee-ballot solicitations need the copy or summary too. Under § 30-30-801, the articles may require a specified third person's written approval for a bylaw amendment; that approval provision itself may be changed only with that person's written approval.

Common questions

Can the board adopt initial bylaws even if the corporation has members? Yes. Section 30-30-206 permits either the board or members to adopt the initial bylaws. Later amendments follow the applicable amendment provisions.

Can members sign instead of holding an amendment meeting? Section 30-30-504 permits written consent if the articles or bylaws do not limit it and members holding at least 80% of voting power approve. Section 30-30-709(4) requires the amendment copy or summary in the solicitation.

May a member see the current bylaws? Section 30-30-1102 permits inspection and copying after the stated written notice, subject to the religious-corporation exception.

Statutes and sources

• Idaho Code § 30-30-205, accessed September 30, 2026.
• Idaho Code § 30-30-206, accessed September 30, 2026.
• Idaho Code § 30-30-207, accessed September 30, 2026.
• Idaho Code § 30-30-504, accessed September 30, 2026.
• Idaho Code § 30-30-508, accessed September 30, 2026.
• Idaho Code § 30-30-511, accessed September 30, 2026.
• Idaho Code § 30-30-512, accessed September 30, 2026.
• Idaho Code § 30-30-614, accessed September 30, 2026.
• Idaho Code § 30-30-708, accessed September 30, 2026.
• Idaho Code § 30-30-709, accessed September 30, 2026.
• Idaho Code § 30-30-710, accessed September 30, 2026.
• Idaho Code § 30-30-801, accessed September 30, 2026.
• Idaho Code § 30-30-1101, accessed September 30, 2026.
• Idaho Code § 30-30-1102, accessed September 30, 2026.