Nonprofit Corporation Bylaw Adoption and Amendment Requirements in New Hampshire

At a glance

Requirements one by one

Adoption and amendment

Section 292:6 requires the initial bylaws to be adopted by a two-thirds majority action of the signers of the articles of agreement. It gives the board power to alter, amend, repeal, or adopt bylaws unless the articles reserve that power to shareholders or membership-certificate holders. The board power remains subject to repeal or change by a two-thirds majority action of those holders. Bylaws may regulate management and affairs consistently with state law and the articles, including membership-certificate provisions.

Membership and voting

Under § 292:6-b, a voluntary corporation may have one or more member classes or no members. Unless the articles establish classes or authorize bylaws to do so, members are one class. Members have voting rights only as specifically provided in the articles or bylaws, and each voting member and individual director has at most one vote. Where there are no members, a matter otherwise requiring their approval requires only board approval unless another Chapter 292 provision specifically addresses a memberless corporation.

What trips people up

The two-thirds initial signer action and the two-thirds shareholder or membership-certificate holder change power in § 292:6 involve different people. Section 292:6-b also makes voting rights document-dependent; membership alone does not supply a vote.

The current Chapter 292 bylaw provision addresses adoption, amendment power, and permitted content. It sets no separate ordinary bylaw-meeting timetable, general amendment-notice form, emergency-bylaw procedure, or general bylaw custody and inspection steps. The articles and bylaws therefore matter for the unanswered process questions.

Common questions

Can a voluntary corporation have no members? Yes. Section 292:6-b(I) says it may have none and treats it as memberless when neither the articles nor bylaws provide for members.

Can bylaws create more than one membership class? Section 292:6-b(III) permits the articles to establish classes or authorize the bylaws to establish them.

May one person receive multiple votes under the bylaws? Section 292:6-b(IV) caps each individual director and voting member at one vote despite contrary articles or bylaws.

Statutes and sources

• N.H. Rev. Stat. §§ 292:6 and 292:6-b, accessed September 30, 2026. The linked official merged Chapter 292 was reviewed for the statute's bylaw and records coverage.