Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Massachusetts

At a glance

Requirements one by one

Initial adoption and organizational action

Chapter 180, § 3 sends formation through chapter 156B, § 12. At the incorporators’ first meeting, they adopt the bylaws and elect the first directors and officers. They may use unanimous written consent instead, but the consents must go into the corporation’s records. The statute places this action before submission of the articles.

Contents and amendment authority

Chapter 180, § 6A permits bylaws to set the corporation’s meeting procedure, member quorum, proxy voting and officer selection, subject to law. Chapter 156B, § 16 also bars a bylaw that conflicts with the articles. The power to change bylaws belongs to members under chapter 156B, § 17. A board may share that power only if the articles authorize it and the bylaws provide for it; even then, member-reserved provisions remain beyond board amendment. For a permitted board action, chapter 156B, § 57 supplies the usual majority-at-quorum rule and § 59 allows unanimous written director consent.

Member action and protected changes

Member voting rights and classes may be set in the articles or bylaws under chapter 180, § 3; § 6A lets bylaws set member quorum. Chapter 156B, § 43 permits action without a meeting when all entitled members consent in writing. When directors change a bylaw, chapter 156B, § 17 requires notice stating the substance of the change to members entitled to amend bylaws by the time notice is given for their next meeting.

Records and access

Chapter 180, § 10C applies chapter 156B, § 32 to nonprofit corporations and translates its stockholder references to members. The corporation must keep the original or an attested copy of its bylaws in Massachusetts at one of the specified offices for member inspection.

What trips people up

A board committee cannot receive bylaw-amendment power through a general delegation: chapter 156B, § 55 excludes that power. Also, an ordinary board amendment is governed by the notice rule in § 17 even though § 58 generally allows board meeting notice to omit the meeting’s purpose unless bylaws require it.

Common questions

Can a nonprofit with no members use this structure? Chapter 180, § 3 assigns any action or vote required of members to the same percentage of directors when the corporation has no members.

May members reverse a board-adopted bylaw? Yes. Chapter 156B, § 17 expressly permits members to amend or repeal a bylaw adopted by directors.

Do emergency bylaws use a separate statutory approval route? Chapter 180, § 6A and chapter 156B, § 17 state the ordinary bylaw allocation without specifying a separate emergency route; check the corporation’s governing documents before relying on a different process.

Statutes and sources

• Mass. Gen. Laws ch. 180, § 3 — “The corporation shall be formed in the manner prescribed in and subject to section thirty of chapter sixty-nine, section two B of chapter one hundred and fifty-five and sections eleven, twelve and thirteen of chapter one hundred and fifty-six B, except that the corporation shall have no capital stock, the articles of organization shall omit references to stock and stockholders, the articles of organization shall specify the purposes for which the corporation is formed and the corporation may not assume a name that is misleading as to its corporate purposes. A corporation may have one or more classes of members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment, the duration of membership and the qualification and rights, including voting rights, of the members of each class shall be set forth in the articles of organization or the by-laws. If a corporation does not have members, any action or vote required or permitted by this chapter to be taken by members of the corporation shall be taken by action or vote of the same percentage of the directors of the corporation.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 180, § 6A — “A corporation may make, amend and repeal by-laws in the manner prescribed in and subject to sections sixteen and seventeen of chapter one hundred and fifty-six B, substituting members for stockholders. A corporation may prescribe by its by-laws the manner in which and the officers and agents by whom its purposes may be accomplished. Except as otherwise expressly provided, a corporation may by its by-laws determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the mode of voting by proxy; and the tenure of office of the directors and officers and the manner of their selection and removal; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offense; but no by-law inconsistent with law shall be made by a corporation.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 180, § 10C — “Every corporation shall, except as otherwise provided in this chapter, be subject to sections six, eight, ten, eleven, fourteen, thirty-two, thirty-five, thirty-seven, thirty-eight A, forty-three, forty-nine, fifty-five, fifty-six, fifty-seven, fifty-eight, fifty-nine, sixty-eight, sixty-nine, one hundred and two, one hundred and four, one hundred and five, one hundred and six, one hundred and eight, and one hundred and fifteen of chapter one hundred and fifty-six B, except that the provisions of section fifty-five of said chapter one hundred and fifty-six B shall not affect the requirement under section eleven A of this chapter concerning the authorization of a petition for the dissolution of a charitable corporation constituting a public charity. The foregoing provisions and the other provisions of said chapter one hundred and fifty-six B that are made applicable to corporations governed by this chapter shall be subject to the following: (a) those provisions of said chapter one hundred and fifty-six B that pertain to stock and stockholders, shares and classes or series of shares and stock and transfer records shall, except in the case of a corporation having capital stock outstanding, be applicable as nearly as may be to members, classes of members and records of membership; (b) the definitions of terms provided in this chapter shall be applicable; and (c) the filing fees provided in section eleven C of this chapter shall be applicable.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 12 — “Such incorporators shall hold a meeting at which by-laws shall be adopted, and the initial directors, a president, treasurer and clerk elected. At such meeting the incorporators may also elect or appoint any other officers and a resident agent as provided in section forty-nine and take any other action which might be taken by stockholders after the articles of organization have become effective. Any action required or permitted to be taken at any meeting of the incorporators may be taken without a meeting if all the incorporators consent to the action in writing and the written consents are filed with the records of the corporation. Such consents shall be treated for all purposes as a vote at a meeting. Articles of organization signed under the penalties of perjury by all of the incorporators shall be submitted to the state secretary.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 16 — “A corporation may make by-laws which may contain any provisions not inconsistent with law or the articles of organization for the regulation and management of the affairs of the corporation. Whenever any section of this chapter refers to the by-laws, a provision included in the articles of organization shall be treated, for the purposes of such section, as if it had been included in the by-laws.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 17 — “The power to make, amend or repeal by-laws shall be in the stockholders; provided that if authorized by the articles of organization, the by-laws may provide that the directors may also make, amend or repeal the by-laws in whole or in part, except with respect to any provision thereof which by law, the articles of organization or the by-laws requires action by the stockholders. Not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the directors of any by-law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the by-laws. Any by-law adopted by the directors may be amended or repealed by the stockholders.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 32 — “The original, or attested copies, of the articles of organization, by-laws, and records of all meetings of incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in the commonwealth by every corporation for inspection by its stockholders at its principal office or an office of its transfer agent or of its clerk or of its resident agent. Said copies and records need not all be kept in the same office.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 43 — “Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 55 — “If and to the extent authorized by its articles of organization or by its by-laws, a corporation may provide for an executive committee or other committees to be elected from and by its board of directors, and the directors may delegate to any such committee or committees some or all of their powers, except, however, the power (a) to change the principal office of the corporation; (b) to amend by-laws;” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 57 — “Unless otherwise provided in the by-laws, the number of directors required to constitute a quorum shall be a majority of the directors then in office. If a quorum is present, a majority of the directors present may take any action on behalf of the board except to the extent that a larger number is required by law or the articles of organization or the by-laws.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 58 — “The by-laws may prescribe what shall constitute proper notice of meetings of the directors. A notice or waiver of notice need not specify the purpose of any special meeting of the directors unless required by the by-laws.” Official Massachusetts statute. Accessed 2026-09-30.
• Mass. Gen. Laws ch. 156B, § 59 — “Unless the articles of organization or the by-laws otherwise provide, any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting.” Official Massachusetts statute. Accessed 2026-09-30.