Nonprofit Corporation Bylaw Adoption and Amendment Requirements in North Carolina

At a glance

Requirements one by one

Initial bylaws and organization

Section § 55A-2-06(a) directs incorporators or directors to adopt initial bylaws. Under § 55A-2-05, initial directors named in the articles hold the organizational meeting on the call of a majority of directors. If none are named, incorporators meet on the call of a majority and elect directors to complete organization. Incorporators may instead act by written consents signed by each of them under § 55A-2-05(b); if they meet, that subsection applies the director meeting notice and procedural provisions in §§ 55A-8-22 through 55A-8-24. The bylaws may regulate corporate affairs only when consistent with law and the articles under § 55A-2-06(b).

Board and member amendment paths

When no members are entitled to vote on an amendment, § 55A-10-20 lets incorporators act until directors are chosen and the board act afterward. That route requires at least five days' written board meeting notice describing the amendment and approval by a majority of directors in office, a higher denominator than the ordinary meeting rule of a majority present at quorum under § 55A-8-24(b).

With voting members, § 55A-10-21(a) requires board approval or, in its place, written approval from the number or proportion of members who may call a special meeting under § 55A-7-02(a)(2). That special-meeting provision sets a ten-percent demand threshold. Members must also approve by two-thirds of votes cast or a majority of votes entitled to be cast, whichever is less, unless a higher requirement applies. Section § 55A-10-22 makes class voting depend on whether the corporation is charitable or religious and on the particular class rights changed. A class may retain that vote even when the articles and bylaws say the class does not vote on the amendment.

Notice and protected approval

For the no-voting-member route, § 55A-10-20 requires the board notice to state the amendment purpose and enclose a copy or summary or state the general nature of the change. Under § 55A-10-21(d)–(e), member meeting notices and written-consent or ballot materials must contain or accompany a copy or summary. Section § 55A-10-30 permits a bylaw or articles clause requiring a specified person other than the board to approve an amendment in writing; that approval is also needed to amend the clause creating it.

Emergency bylaws and records

Under § 55A-2-07, a natural or human-caused disaster that impedes the board's or members' ability to follow bylaws permits temporary emergency bylaws unless the articles provide otherwise. Members may amend or repeal them, and they stop being effective when the emergency ends. The corporation must keep its effective bylaws and amendments at its principal office under § 55A-16-01(e)(2). A member may inspect and copy them at a reasonable time and location specified by the corporation after at least five business days' written notice of demand under § 55A-16-02(a).

What trips people up

The majority-of-directors-in-office vote in § 55A-10-20 applies to the no-voting-member amendment route. It should not be replaced with the ordinary § 55A-8-24(b) meeting-vote rule. For a member-voted amendment, the member approval, any class approval, and a specified third-person approval are separate steps under §§ 55A-10-21, 55A-10-22, and 55A-10-30.

Common questions

Can members propose an amendment when the board does not approve it? Section 55A-10-21(a)(1) supplies a written member-approval substitute tied to the number or proportion that may call a special meeting under § 55A-7-02(a)(2); the member vote and any other required approvals still apply.

Does a member need to show a special purpose to inspect current bylaws? Sections 55A-16-01(e)(2) and 55A-16-02(a) put effective bylaws in the records open to a member after the stated written advance demand. The separate proper-purpose requirements in § 55A-16-02(c) govern the additional records listed in subsection (b).

May directors keep emergency bylaws after the disaster ends? Section 55A-2-07(b) says the emergency bylaws are not effective after the emergency ends.

Statutes and sources

• N.C. Gen. Stat. §§ 55A-2-05–07, 55A-7-02, 55A-8-22, 55A-8-24, 55A-10-20–22, 55A-10-30, and 55A-16-01–02, current official Chapter 55A, accessed September 30, 2026.