Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Tennessee

At a glance

Requirements one by one

Initial adoption and organizational action

Under § 48-52-106(a), incorporators or directors must adopt initial bylaws. Under § 48-52-105, named initial directors hold an organizational meeting; if none are named, incorporators meet on two days' notice to elect directors. The incorporators may use the section's unanimous written-consent route instead of a meeting. Bylaw content may regulate corporate affairs only if it is consistent with law and the charter (§ 48-52-106(b)).

Board and member amendments

For a corporation without members, § 48-60-201 requires notice of a board meeting that states the bylaw proposal's purpose and includes its text, a summary, or its general nature. Adoption requires a majority of directors in office. With members, § 48-60-202 gives the board amendment power subject to charter, statutory, and member-created reservations. Members may also amend; the ordinary threshold is the lesser of two-thirds of votes cast or a majority of voting power. An amendment only fixing a dues amount has the separate majority-of-members-present-and-voting rule unless the documents demand more.

Emergency bylaws and records

Section 48-52-107 lets incorporators or directors adopt emergency-only bylaws unless the charter provides otherwise; members may amend or repeal them. Ordinary bylaws consistent with them continue during the emergency, and emergency bylaws cease to apply when it ends. Sections 48-66-101(e)(2) and 48-66-102(a) require current bylaws at the principal office and permit member inspection and copying on a written demand at least five business days ahead, subject to the cited copying limit.

What trips people up

Under § 48-60-203(c), a board generally cannot amend member-rights, dues, and termination bylaws unless the charter or bylaws provide otherwise. Subsections (a)–(b) separately protect member quorum and voting requirements from board change. Section 48-60-204 separately protects a higher board quorum or vote bylaw: a member-adopted one is amendable only by members; a board-adopted one may be changed by either, subject to the existing or proposed higher threshold.

An affected membership class may have its own vote under § 48-60-205 even if the documents otherwise deny that class a vote. Section 48-60-202(c) also requires written third-person approval when the charter says so. Under § 48-60-206, a bylaw amendment cannot divert property dedicated to a charitable purpose without an appropriate court order to the extent state law requires.

Common questions

Does a member meeting notice have to describe a bylaw amendment?

Under § 48-57-105(a), a corporation must give fair and reasonable notice; subsection (c) treats notice as fair and reasonable when sent between ten days and two months before the meeting; its annual-meeting example describes matters requiring member approval under § 48-60-202, and special-meeting notice describes the matters to be considered. Other notice methods may also be fair and reasonable under § 48-57-105(b).

May members protect a particular bylaw from board repeal?

Yes. Section 48-60-202(a)(2) respects an express member restriction made when members amend or repeal a particular bylaw.

Statutes and sources

• Tenn. Code Ann. § 48-52-105 — organization and incorporator action; accessed October 4, 2026.
• Tenn. Code Ann. § 48-52-106 — initial bylaws and content; accessed October 4, 2026.
• Tenn. Code Ann. § 48-52-107 — emergency bylaws; accessed October 4, 2026.
• Tenn. Code Ann. § 48-57-105 — member-meeting notice; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-201 — memberless board amendments; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-202 — board and member powers and votes; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-203 — protected member provisions; accessed October 4, 2026. 2014 amendment also accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-204 — protected board vote provisions; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-205 — affected class votes; accessed October 4, 2026.
• Tenn. Code Ann. § 48-60-206 — charitable-property restriction: 2014 enactment and 2016 correction, accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-101(e)(2) — bylaw retention; accessed October 4, 2026.
• Tenn. Code Ann. § 48-66-102(a) — inspection; accessed October 4, 2026.