Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Utah

At a glance

Requirements one by one

Initial bylaws and amendments

Utah Code § 16-6a-206(1) says the board “may adopt initial bylaws.” If directors have not been elected, incorporators may adopt them; if neither has acted, members may do so. Section 16-6a-205 also permits all incorporators to sign written consents to organizational action. The board's later amendment power under § 16-6a-1010(1) yields to restrictions in the chapter, articles, or bylaws and to the class-rights rule.

Member approval and protected votes

Members may amend bylaws through the article-amendment process (§§ 16-6a-1010(2), 16-6a-1003–1004). The board or members holding at least 10% of the votes may propose an amendment under § 16-6a-1003(1); the meeting notice must describe the proposal. Each entitled voting group acts separately under §§ 16-6a-714–715. A bylaw requiring a greater member or board vote cannot always be lowered by the ordinary vote: §§ 16-6a-716 and 16-6a-1011–1012 preserve the protected thresholds.

Emergency action and records

Section 16-6a-303 permits emergency-only bylaws when a catastrophic event prevents a director quorum from readily assembling. Ordinary bylaws may also address emergency management within the articles and law (§ 16-6a-206(2)). A copy of the current bylaws must stay at the principal office under § 16-6a-1601(5); § 16-6a-1602 allows a director or member to inspect and copy on a written demand at least five business days ahead, subject to its proper-purpose conditions.

What trips people up

As of October 1, 2026, § 16-6a-704(3)(b) cites § 16-1a-703 in its meeting-notice list, and § 16-6a-1601(5)(h) cites § 16-1a-212 for the annual report. The enacted change is in those cross-references; it does not change who adopts or amends bylaws. A corporation's articles may separately require a specified other person's written approval of a bylaw amendment under § 16-6a-1013.

Common questions

Can the board approve a change without meeting? Section 16-6a-813 permits unanimous written consent and a written-notice route if the required directors approve and none demands a meeting. The ordinary board vote at a meeting follows § 16-6a-816.

Can a member get a proposed amendment into a meeting notice? Under § 16-6a-704(5), a person entitled to call a special meeting can request notice of the matter in writing; the secretary or president must receive the request at least 10 days before the corporation gives notice.

Statutes and sources

• Utah Code § 16-6a-205: “(1) After incorporation: (a) if initial directors are named in the articles of incorporation, the initial directors may hold an organizational meeting, at the call of a majority of the initial directors, to complete the organization of the nonprofit corporation by: (i) appointing officers; (ii) adopting bylaws, if desired; and (iii) carrying on any other business brought before the meeting; or (b) if initial directors are not named in the articles of incorporation, until directors are elected, the incorporators may hold an organizational meeting at the call of a majority of the incorporators to do whatever is necessary and proper to complete the organization of the nonprofit corporation, including: (i) the election of directors and officers; (ii) the appointment of members; and (iii) the adoption and amendment of bylaws.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-206: “(1) (a) The board of directors of a nonprofit corporation may adopt initial bylaws for the nonprofit corporation.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-303: “(1) In anticipation of or during an emergency defined in Subsection (4), the board of directors may: (a) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; (b) adopt bylaws to be effective only in an emergency; and (c) (i) relocate the principal office; (ii) designate an alternative principal office or regional office; or (iii) authorize officers to relocate or designate an alternative principal office or regional office.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-704: “(1) A nonprofit corporation shall give to each member entitled to vote at the meeting notice consistent with its bylaws of meetings of members in a fair and reasonable manner.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-714: “(1) (a) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-715: “(1) If this chapter or the bylaws provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 16-6a-714.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-716: “(1) The articles of incorporation or bylaws may provide for a greater: (a) quorum requirement for members or voting groups than is provided for by this chapter; or (b) voting requirement for members or voting groups than is provided by this chapter.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-813: “(1) (a) Unless otherwise provided in the bylaws, any action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to the action in writing.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-814: “(1) (a) A nonprofit corporation shall give to each director entitled to vote at an annual meeting notice of the annual meeting consistent with the nonprofit corporation's bylaws in a fair and reasonable manner.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-816: “(1) Unless a greater or lesser number is required by the bylaws, a quorum of a board of directors consists of a majority of the number of directors in office immediately before the meeting begins.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1003: “(1) The board of directors or the members representing at least 10% of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the members unless a different vote or voting class is required by: (a) this chapter; (b) the articles of incorporation; (c) the bylaws; or (d) the members or the board of directors acting pursuant to Subsection (5).” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1004: “(1) Unless otherwise provided by this chapter or the articles of incorporation, if membership voting is otherwise required by this chapter, the members of a class who are entitled to vote are entitled to vote as a separate voting group on an amendment to the articles of incorporation if the amendment would: (a) affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class; (b) change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class; (c) increase or decrease the number of memberships authorized for that class; (d) increase the number of memberships authorized for another class; (e) effect an exchange, reclassification, or termination of the memberships of that class; or (f) authorize a new class of memberships.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1010: “(1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless: (a) this chapter or the articles of incorporation or bylaws: (i) reserve the power exclusively to the members in whole or part; or (ii) otherwise prohibit the board of directors from amending the bylaws to add, change, or delete a provision; or (b) it would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1011: “(1) (a) If authorized by the articles of incorporation, the members may adopt, amend, or repeal bylaws that fix a greater quorum or voting requirement for members, or voting groups of members, than is required by this chapter.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1012: “(1) Bylaws that fix a greater quorum or voting requirement for the board of directors may be amended: (a) if adopted by the members, only by the members; or (b) if adopted by the board of directors, by: (i) the members; or (ii) the board of directors.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1013: “(1) The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person or persons other than the board of directors.” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1601: “(5) A nonprofit corporation shall keep a copy of each of the following records at its principal office: (a) its articles of incorporation; (b) its bylaws” Official Chapter 6a (accessed 2026-10-01).
• Utah Code § 16-6a-1602: “(1) A director or member is entitled to inspect and copy any of the records of the nonprofit corporation described in Subsection 16-6a-1601(5): (a) during regular business hours; (b) at the nonprofit corporation's principal office; and (c) if the director or member gives the nonprofit corporation written demand, at least five business days before the date on which the member wishes to inspect and copy the records.” Official Chapter 6a (accessed 2026-10-01).