Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Louisiana

At a glance

Requirements one by one

Adoption, content, and amendment

Section 12:222(A) says members or directors "may make, amend and repeal" bylaws, "subject always to the power of the members to change the action of the directors." It does not create a separate initial-adoption step. The default is a majority of the directors or voting members present or represented at a regular or special meeting convened after notice of the bylaw purpose. Under subsection (C), bylaws may regulate the corporation's affairs and its participants' powers and duties, but cannot conflict with the chapter, law, or articles.

Votes and meeting notice

For board action, § 12:224(E)(7) ordinarily requires a majority of directors for quorum and a majority of those present for the act. Under § 12:231(1), a majority of voting members in person or by proxy ordinarily makes a member quorum. Section 12:222(A) permits the articles or bylaws to vary the bylaw vote, but they cannot impose a greater proportion of voting members than of directors for making, amending, or repealing bylaws. A member meeting notice ordinarily states the time, place, and purpose and is given 10 to 60 days beforehand under § 12:230(A). Section 12:233 also permits action by written consent signed by all members having voting power on the question, filed with a secretary's certificate.

Records and access

Section 12:223(A) names meeting, membership, financial, and trust-fund records to be kept at the registered office. Subsection (C) gives shareholders and voting members inspection rights for the records listed in subsection (A). Bylaws are not expressly included in that list; this section therefore does not itself establish a current-bylaws inspection rule.

What trips people up

The member override in § 12:222(A) applies even when directors acted first. Also, under § 12:222(B), bylaws ordinarily regulate relations among members or shareholders; they do not affect dealings with others unless those persons actually know the bylaws.

Common questions

Can the board approve a bylaw without a meeting?

Yes. Section 12:224(E)(9) permits board action through a written consent signed by all directors and filed with the board's proceeding records.

Does a member need to attend in person to vote?

For the bylaw vote, § 12:222(A) counts voting members present or represented; § 12:231(1) recognizes a member represented by proxy for quorum.

Statutes and sources

• La. R.S. § 12:222: “A. The members or the directors of a corporation may make, amend and repeal the bylaws of the corporation, subject always to the power of the members to change the action of the directors. Unless the articles or bylaws provide otherwise, the powers hereby conferred shall be exercised by a majority vote of the directors or the voting members of the corporation, as the case may be, present or represented at any regular or special meeting convened after notice of the purpose thereof; provided, however, that no greater proportion of the voting members shall be required by bylaw, article, or otherwise to make, amend, or repeal bylaws than that proportion of directors which is required to make, amend, or repeal bylaws. B. The bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws. C. Subject to the provisions of this Chapter, the bylaws may include any provision for the regulation and management of the affairs of the corporation, its rights or powers, the rights, powers or duties of its members, directors or officers, or the directors' qualifications, classification, number or term of office, or fixing their compensation, not inconsistent with law or the articles.” Official statute (accessed 2026-09-30).
• La. R.S. § 12:223: “A. Every corporation shall keep at its registered office (1) records of the meetings of its members and directors, and of committees of the board, share and membership records giving the names and addresses of the members in alphabetical order by classes and series and the number of shares held by each, and records of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus; and (2) separate records of all trust funds held by it. Whenever membership is terminated, this fact shall be recorded in the share or membership record together with the date on which the membership ceased, and transfers of shares shall similarly be recorded. B. The records listed in subsection A of this section may be in written form or in any other form capable of being converted into written form within a reasonable time. C. Every shareholder and voting member may examine in person, or by agent or attorney, at any reasonable time, the records of the corporation listed in subsection A of this section.” Official statute (accessed 2026-09-30).
• La. R.S. § 12:224: “(7) A majority of the board of directors shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors. If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote; (9) Any action which may be taken at a meeting of the board of directors, or of any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the board or committee.” Official statute (accessed 2026-09-30).
• La. R.S. § 12:230: “A. Unless otherwise provided in the articles or by-laws, and except as otherwise provided in this Chapter, the authorized person or persons calling a members' meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at such meeting, at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as otherwise provided in this Chapter if a specified action is to be taken at the meeting. If such written notice is placed in the United States mail, postage prepaid, and addressed to a member at his last known address, notice shall be deemed to have been given him. Notice of any meeting may be waived in writing by any member at any time; the written waiver need not specify the purpose of or the business to be transacted at the meeting; and such notice shall be deemed to have been given to, or waived by, all members present or represented at any such meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened. Notice need not be given to any member with whom communication is made unlawful by any law of the United States of America, or by any rule, regulation, proclamation or executive order issued under any such law; and any action or meeting taken or held without notice to any such member shall have the same force and effect as if notice had been given to him as otherwise required.” Official statute (accessed 2026-09-30).
• La. R.S. § 12:231: “A members' meeting properly called on due notice, if notice is required, may be organized for the transaction of business whenever a quorum is present. Unless otherwise provided in this Chapter or in the articles or by-laws, the following rules shall apply: (1) The presence in person or by proxy of a majority of the voting members shall constitute a quorum. (2) The voting members present at a duly organized meeting shall constitute a quorum, and may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, or the refusal of any member present to vote. (3) If a meeting cannot be organized for lack of a quorum, those present may, except as otherwise provided in this Chapter, adjourn the meeting to the time and place which they determine. Notice of the second meeting shall again be attempted pursuant to R.S. 12:230. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Paragraph (1) of this Section, or in the articles or by-laws, shall nevertheless constitute a quorum for the purpose of electing directors. In the case of a second such meeting called after the lack of a quorum for a purpose other than or in addition to the election of directors, including amendment of the articles of incorporation or dissolution of the corporation, any number of members present shall constitute a quorum, notwithstanding any other provision of law to the contrary.” Official statute (accessed 2026-09-30).
• La. R.S. § 12:233: “A. Whenever by any provision of law, the articles or the by-laws, the affirmative vote of members is required to authorize or constitute corporate action, the consent in writing to such corporate action signed by all of the members having voting power on the particular question, shall be sufficient for the purpose, without necessity for a meeting of members. B. This consent, together with a certificate by the secretary of the corporation to the effect that the subscribers to the consent constitute all of the members entitled to vote on the particular question, shall be filed with the records of proceedings of the members.” Official statute (accessed 2026-09-30).