Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Kansas

At a glance

Requirements one by one

Initial bylaws and content

After the articles are filed, § 17-6008 calls for an organizational meeting of incorporators or named initial directors. Adoption of bylaws is one purpose unless the articles set a different route. The callers give the other participants at least two days' notice; each incorporator or director can consent to organizational action without a meeting. Section 17-6007 lets incorporators complete organization when initial directors were not named. Section 17-6009 permits bylaws about corporate affairs and rights if consistent with law and the articles.

Power before and after membership

Under § 17-6009(a), incorporators may adopt, amend, or repeal bylaws unless the articles named initial directors; before the first membership admission, the governing body also may do so. After a person is admitted, voting members hold that power. The articles may grant the governing body concurrent power, but that grant does not divest members of theirs. Section 17-6301 supplies the ordinary board quorum and vote rule and maps its board references to a nonstock governing body.

Member voting, notice, and consent

Section 17-6505(c) permits the articles or bylaws to set the member quorum and vote. Otherwise, one-third of members present or represented by proxy is the quorum and a majority of those present and entitled to vote acts on matters other than governing-body elections. The same subsection requires proper notice and supplies a separate class/group default when a separate vote is required. Section 17-6518(b) permits nonstock member action by consent at the meeting-equivalent all-members-present threshold unless the articles provide otherwise.

Emergency bylaws

Section 17-6010(a) permits the board to adopt bylaws operative during the specified attack, catastrophe, epidemic, pandemic, or similar emergency, including when a quorum cannot readily convene. Under subsection (e), the emergency bylaws cease to operate when the emergency ends. The repeal/change wording refers to stockholders; the section does not expressly substitute nonstock members there.

Books and records

Section 17-6510(b) addresses inspection of corporate books and records for a proper purpose and expressly identifies a member of a nonstock corporation in its demand-documentation rule. A written demand under oath goes to the registered office or principal place of business.

What trips people up

The membership admission event changes who controls bylaws under § 17-6009(a). Even articles that grant the governing body amendment power leave voting members' power intact. The statute's old July 1, 1972 corporation branch is distinct from its later-corporation language.

Common questions

What if the nonprofit has no voting members? Section 17-6009(a) states the pre-admission governing-body route. The corporation's articles and actual membership structure determine the applicable actor afterward.

Can members approve an amendment without a meeting? Section 17-6518(b) permits nonstock member consent at the voting threshold that would apply if all entitled members attended and voted, unless the articles differ.

Can a representative make the inspection demand? Section 17-6510(b) allows an attorney or other agent to act for the requester, with a power of attorney or other writing authorizing the agent attached to the sworn demand.

Statutes and sources

• K.S.A. § 17-6007: “If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6008: “(a) After the filing of the articles of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the articles of incorporation, shall be held, either within or without this state, at the call of a majority of the incorporators or directors, as the case may be, for the purposes of: (1) Adopting bylaws unless a different provision is made in the articles of incorporation for the adoption thereof; (2) electing directors, if the meeting is of the incorporators, to serve or hold office until the first annual meeting of stockholders or until their successors are elected and qualify; (3) electing officers if the meeting is of the directors; (4) doing any other or further acts to perfect the organization of the corporation; and (5) transacting such other business as may come before the meeting. (b) The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least two days' notice thereof in writing or by electronic transmission by any usual means of communication and such notice shall state the time, place and purposes of the meeting as fixed by the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting or who waives notice either before or after the meeting. (c) (1) Unless otherwise restricted by the articles of incorporation: (A) Any action permitted to be taken at the organization meeting of the incorporators or directors, as the case may be, may be taken without a meeting if each incorporator or director, where there is more than one, or the sole incorporator or director where there is only one, consents thereto in writing or by electronic transmission;” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6009: “(a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorporation and subject to the right of the stockholders to adopt, amend or repeal the bylaws. For all other corporations, the original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, unless the initial directors were named in the articles of incorporation, or, before a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, before any person has been admitted to membership in the corporation, by its board of directors or governing body, as the case may be. After a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, after any person has been admitted to membership in the corporation, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote or, in the case of a nonstock corporation, in its members entitled to vote except that, any corporation, in its articles of incorporation, may confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws. (b) The bylaws may contain any provision, not inconsistent with law or with the articles of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6010: “(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders that, notwithstanding any contrary provision in this code or in chapters 17 and 66 of the Kansas Statutes Annotated, and amendments thereto, or in the articles of incorporation or bylaws, shall be operative during any emergency resulting from an attack on the United States or on a locality where the corporation conducts its business or customarily holds meetings of its board of directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, including, but not limited to, an epidemic or pandemic, a declaration of a national emergency by the United States government or other similar emergency condition, irrespective of whether a quorum of the board of directors or a standing committee thereof can readily be convened for action. The emergency bylaws contemplated by this section may be adopted by the board of directors or, if a quorum cannot be readily convened for a meeting, by a majority of the directors present.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6010: “(e) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon its termination the emergency bylaws shall cease to be operative.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6301: “(b) The board of directors of a corporation shall consist of one or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws unless the articles of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. Directors need not be stockholders unless so required by the articles of incorporation or bylaws. The articles of incorporation or bylaws may prescribe other qualifications for directors. Each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. A majority of the total number of directors shall constitute a quorum for the transaction of business unless the articles of incorporation or bylaws require a greater number. Unless the articles of incorporation provide otherwise, the bylaws may provide that a number less than a majority shall constitute a quorum that in no case shall be less than 1 / 3 of the total number of directors. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the articles of incorporation or bylaws shall require a vote of a greater number.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6301: “(j) The articles of incorporation of any nonstock corporation may provide that less than 1 / 3 of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section. Except as may be otherwise provided by the articles of incorporation, this section shall apply to such a corporation, and when so applied, all references to: (1) The board of directors, to members thereof and to stockholders shall be deemed to refer to the governing body of the corporation, the members thereof and the members of the corporation, respectively; and (2) stock, capital stock or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6505: “(a) The provisions of K.S.A. 17-6501 through 17-6504 and 17-6506 , and amendments thereto, shall not apply to nonstock corporations, except that K.S.A. 17-6501 (a) and 17-6502 (c), (d) and (e), and amendments thereto, shall apply to such corporations, and, when so applied, all references therein to: (1) Stockholders and to the board of directors shall be deemed to refer to the members and the governing body of a nonstock corporation, respectively; and (2) stock, capital stock, or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation. (b) Unless otherwise provided in the articles of incorporation or the bylaws of a nonstock corporation, and subject to subsection (f), each member shall be entitled at every meeting of members to one vote on any matter submitted to a vote of members. A member may exercise such voting rights in person or by proxy, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. (c) Unless otherwise provided in this code, the articles of incorporation or bylaws of a nonstock corporation may specify the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification in the articles of incorporation or bylaws of a nonstock corporation: (1) One-third of the members of such corporation present in person or represented by proxy after proper notice has been given shall constitute a quorum at a meeting of such members; (2) in all matters other than the election of the governing body of the corporation, the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this code, the articles of incorporation or bylaws; (3) members of the governing body shall be elected by a plurality of the votes of the members of the corporation present in person or represented by proxy at the meeting and entitled to vote thereon; and (4) where a separate vote by a class or group or classes or groups is required, a majority of the members of such class or group or classes or groups, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of members of the governing body, the affirmative vote of the majority of the members of such class or group or classes or groups present in person or represented by proxy at the meeting shall be the act of such class or group or classes or groups.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6510: “(b) Any stockholder, in person or by attorney or other agent, upon written demand under oath stating the purpose thereof, shall have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from: (1) The corporation's stock ledger, a list of its stockholders, and its other books and records; and (2) a subsidiary's books and records, to the extent that: (A) The corporation has actual possession and control of such records of such subsidiary; or (B) the corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand: (i) Stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and (ii) the subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation. In every instance where the stockholder is other than a record holder of stock in a stock corporation or a member of a nonstock corporation, the demand under oath shall state the person's status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the stock and state that such documentary evidence is a true and correct copy of what it purports to be. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business.” Kansas Revisor (accessed 2026-09-30).
• K.S.A. § 17-6518: “(b) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at a meeting of the members of a nonstock corporation, or any action that may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.” Kansas Revisor (accessed 2026-09-30).