Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Kentucky

At a glance

Requirements one by one

Initial adoption and organization

Section 273.191 says the initial bylaws "shall be adopted by its board of directors." Under § 273.257(1), a majority of the incorporators calls an organizational meeting of the directors named in the filed articles for bylaw adoption, officer election, and other business. The incorporators must mail each named director notice stating the time and place at least three days before that meeting. The same section permits a first members' meeting at the directors' call, with at least three days' notice of its stated purposes.

Content and amendment authority

Bylaws may regulate and manage corporate affairs if they are consistent with law and the articles under § 273.191. The same provision vests alteration, amendment, repeal, and new-bylaw power in the board unless the articles or bylaws provide otherwise. Section 273.217(1), (3) ordinarily sets board quorum at a majority of the fixed director number and board action at a majority of directors present; a higher vote may apply. Directors may not vote by proxy under subsection (4).

Member voting and notice

Section 273.191 itself gives no general independent amendment power to members. When articles or bylaws call for member approval, § 273.201(1) permits voting rights to differ by class or to be limited, enlarged, or denied. In the absence of a different bylaw quorum, § 273.203 sets quorum at one-tenth of votes eligible on the matter and approval at a majority of the votes entitled to be cast by the members present or represented, unless a higher rule applies.

For a board meeting, § 273.223(1) follows the bylaws' notice rule or, if they are silent, requires at least two days' notice; subsection (2) does not require the notice to state the business. If members must vote at a meeting, § 273.197 ordinarily requires notice 10 to 35 days beforehand, including the purpose of a special meeting.

Books and records

Section 273.233 requires accounting books, minutes, and a voting-member list. A member or agent may inspect and copy all corporate books and records for a proper purpose at a reasonable time, but the articles or bylaws may limit or abolish that inspection right. The section does not assign a separate repository for a current copy of bylaws.

What trips people up

The three-day organizational notice in § 273.257(1) is a special first-board-meeting rule. It should not be replaced with § 273.223(1)'s ordinary two-day default. Member voting is also document-dependent; § 273.201(4) assigns sole voting power to directors when the corporation has no members or members have no voting rights.

Common questions

May the bylaws give members amendment power?

Yes. Section 273.191 makes board amendment power subject to the articles or bylaws, so those documents can provide a member approval route.

Can a board member vote through a proxy?

No. Section 273.217(4) expressly prohibits a director from voting by proxy, whether or not the corporation has members.

Statutes and sources

• Ky. Rev. Stat. § 273.191: “273.191 Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.197: “273.197 Notice of members' meetings. Unless otherwise provided in the articles of incorporation or the bylaws, notice stating the place, day and hour of meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than thirty-five (35) days before the date of the meeting, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.201: “273.201 Voting. (1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of members. (2) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail. (3) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one (1) candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates. (4) If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.203: “273.203 Quorum. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.217: “273.217 Quorum of directors: Prohibition on director voting by proxy. (1) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws. (2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting. (3) The act 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 act of a greater number is required by KRS 273.161 to 273.390, the articles of incorporation or the bylaws. (4) Irrespective of whether or not the corporation has members, a director may not vote by proxy.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.223: “273.223 Place and notice of directors' meetings. (1) Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. If the bylaws are silent as to the required notice of a meeting of the board of directors, meetings of the board of directors shall be preceded by at least two (2) days notice of the time, date, and place of the meeting. (2) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors needs to be specified in the notice or waiver of notice of such meeting. (3) Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. (4) The Circuit Court for the county where a corporation's principal office or, if there is none in this state, its registered office is located may order a special meeting of the board of directors on the application of one-third (1/3) or more of the incumbent directors. The court may fix the time and place of the meeting, prescribe the form and content of the meeting notice, and enter such other orders as are necessary to accomplish the purpose of the meeting.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.233: “273.233 Books and records. Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected and copied by any member, or the member's agent or attorney, for any proper purpose at any reasonable time. The member's right of inspection may be abolished or limited by the corporation's articles of incorporation or bylaws.” Official statute (accessed 2026-09-30).
• Ky. Rev. Stat. § 273.257: “273.257 Organization of corporation. (1) After the filing of articles of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three (3) days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting. (2) A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three (3) days' notice, for such purposes as shall be stated in the notice of the meeting.” Official statute (accessed 2026-09-30).