Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Vermont

At a glance

Requirements one by one

Initial bylaws and organization

Section 2.06(a) says incorporators or directors shall adopt bylaws. Under § 2.05, named initial directors meet on a majority call after incorporation to appoint officers and adopt bylaws. Without named directors, incorporators meet on a majority call to elect directors or a board to complete organization. An action of incorporators at the organizational meeting may instead be recorded in written consents signed by each incorporator. Section 2.06(b) permits management provisions consistent with law and the articles.

Amendment paths

For a corporation without members, § 10.20 lets incorporators amend before directors are chosen and then gives the board that power. A board amendment needs a majority of directors in office. Directors must receive the seven-day written notice in § 8.22(c), and the notice must identify the bylaw amendment and give its copy, summary, or general nature.

For a corporation with members, § 10.21 ordinarily requires approval by two-thirds of votes cast or a majority of voting power, whichever is less. A public-benefit corporation also needs board approval if the amendment does not concern the board's size, composition, director terms, or selection method. The statute permits members, and in specified cases directors, to condition adoption on a higher vote. Section 10.22 gives separate class votes for specified changes; its triggers differ for public-benefit, mutual-benefit, and religious corporations.

Notice, approval, and records

At a member meeting, § 10.21(d) requires written notice under § 7.05 identifying the proposed amendment and enclosing a copy and any summary. A written-consent or written-ballot solicitation must contain or accompany a copy or summary. Section 7.04 permits unanimous member written consent, or majority-of-all consent with prior notice if the articles specifically authorize it. Section 10.30 enforces written approval by a specified outside person if required by the articles. Section 10.31 adds member notice and approval by two-thirds of votes cast by each class for amendments terminating members or cancelling memberships.

Section 16.01(e) requires current bylaws and amendments at the principal office, or the Vermont registered office if there is no principal office in Vermont. Under § 16.02(a), a member may inspect and copy them at a reasonable time and location after five business days' written notice.

Common questions

Are initial bylaws required? Yes. Section 2.06(a) uses “shall adopt.”

Is a regular board majority always enough to amend? No. Section 10.20 uses a majority of directors in office for memberless corporations; § 10.21 sets a separate member approval structure for corporations with members.

Statutes and sources

• 11B V.S.A. § 2.05, accessed September 30, 2026.
• 11B V.S.A. § 2.06, accessed September 30, 2026.
• 11B V.S.A. § 7.04, accessed September 30, 2026.
• 11B V.S.A. § 7.05, accessed September 30, 2026.
• 11B V.S.A. § 7.22, accessed September 30, 2026.
• 11B V.S.A. § 8.22, accessed September 30, 2026.
• 11B V.S.A. § 8.24, accessed September 30, 2026.
• 11B V.S.A. § 10.20, accessed September 30, 2026.
• 11B V.S.A. § 10.21, accessed September 30, 2026.
• 11B V.S.A. § 10.22, accessed September 30, 2026.
• 11B V.S.A. § 10.30, accessed September 30, 2026.
• 11B V.S.A. § 10.31, accessed September 30, 2026.
• 11B V.S.A. § 16.01, accessed September 30, 2026.
• 11B V.S.A. § 16.02, accessed September 30, 2026.