Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Missouri

At a glance

Requirements one by one

Initial adoption and organization

Under § 355.116, incorporators or directors must adopt the initial bylaws. Section 355.111 sends named initial directors to an organizational meeting after incorporation to appoint officers and adopt bylaws. If directors are not named, incorporators meet to elect directors or a board to finish organization. The incorporators can act by one or more written consents signed by every incorporator.

Content and amendment actors

Section 355.116 permits bylaws to regulate corporate affairs if consistent with law and the articles. A corporation without members uses § 355.591: incorporators may amend until directors are chosen, and then the board may act by a majority of directors in office. For a corporation with members, § 355.596 generally requires member approval. Certain public benefit amendments also require board approval, but the listed board-structure subjects do not. The ordinary board act under § 355.401 is a majority of directors present at a quorum, unless a greater vote applies.

Member and class votes

For a corporation with members, § 355.596 sets the usual amendment vote at two-thirds of votes cast or a majority of voting power, whichever is less; governing documents, members, or board may require more as the section allows. Its special church provision requires the member vote without the ordinary board approval. Section 355.601 adds class votes when a proposed change affects protected class rights in public or mutual benefit corporations; a church class has that vote only if its articles or bylaws provide it. A required class vote uses the same lesser-of-two-thirds-cast-or-majority-power formula.

Notice and outside approval

A member meeting to approve a bylaw amendment needs written notice stating that purpose and a copy or summary of the amendment under § 355.596. A consent or ballot solicitation must also include the copy or summary. For a no-member corporation, § 355.591 requires the board-meeting notice to state the purpose and provide a copy, summary, or general description. Section 355.606 permits the articles to require a specified person's written approval; that safeguard itself cannot be removed without that person's written approval.

Emergency bylaws and records

Directors may adopt, amend, or repeal emergency bylaws under § 355.121 unless the articles provide otherwise; members may change or repeal them. They operate when a catastrophic event prevents ready assembly of a board quorum and cease when the emergency ends.

Section 355.821 requires a current copy of bylaws and amendments at the principal office. Under § 355.826, inspection generally needs at least five business days' written notice or demand, a reasonably particular purpose, and records directly connected to it. Articles or bylaws of a church or church association may restrict a member's inspection right as that section provides.

What trips people up

A bylaw amendment in a corporation with members is not necessarily a board-only decision: § 355.596 makes the member vote central and adds board approval only for its specified public benefit case. Section 355.281 separately reserves an increase in the member quorum to members, while § 355.286 reserves a change to the vote required for member action to members.

Common questions

Can a nonprofit with no members amend its bylaws? Yes. Section 355.591 gives incorporators the power until directors are chosen and then assigns it to the board, subject to required outside approval.

May members repeal emergency bylaws? Yes. Section 355.121 makes emergency bylaws subject to member amendment or repeal.

Do members always inspect the bylaws without explaining why? Section 355.826 generally requires a purpose described with reasonable particularity and a direct connection between that purpose and the requested records. It also states a church exception and a special route for beneficiaries of certain no-member corporations.

Statutes and sources

• Mo. Rev. Stat. § 355.111, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.116, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.121, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.591, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.596, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.601, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.606, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.821, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.826, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.281, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.286, official Missouri Revisor text accessed 2026-09-30.
• Mo. Rev. Stat. § 355.401, official Missouri Revisor text accessed 2026-09-30.