Key Takeaways

  • Corporate bylaws are internal rules that govern a corporation’s operations and management structure.
  • Bylaws should include provisions outlining how to amend them.
  • The amendment process typically involves proposing changes, giving notice, securing approval, and updating official documents.
  • State laws and the Articles of Incorporation may affect how bylaws can be amended.
  • Common reasons for amending bylaws include changes in leadership, organizational structure, or compliance needs.
  • Bylaw amendments must be properly documented in meeting minutes and reflected in the official corporate records.
  • Nonprofits and corporations follow similar steps but may have additional compliance requirements.

If you're wondering how to amend corporate bylaws, first you'll need to know what they entail. Bylaws are rules for running a corporation and the rights and responsibilities that the owners and managers have. Articles of Incorporation give a general outline for the business, and bylaws give details on how it should be run and what the roles of each member are.

Corporate Bylaws

Bylaws commonly cover things like:

  • The roles and powers of officers and directors.
  • How officers and directors vote.
  • Which committees are permanent.
  • The way meetings are held and recorded.
  • The process for members to come and go.
  • Disbanding or separation processes.
  • How the bylaws and articles are amended.
  • Establishing or changing the logo or seal.
  • The requirements for annual reports.
  • The requirements for legal compliance.

It's common for companies to change or add to their bylaws to better fit the company as it grows.

Articles of incorporation are legally required by every state, while bylaws usually aren't depending on the state.

Courts will often check for bylaws if there's a dispute or conflict within the company.

It's usually easier to amend bylaws than Articles of Incorporation because the voting requirements are less strict.

Bylaw amendments also don't need to be filed with the SOS, so there's no need for formal requirements and filing fees.

Bylaws should already contain the procedures for voting and amending. Shareholders and board members are usually the people who vote, but the amount of power their votes hold may vary.

Common Triggers for Amending Bylaws

Organizations often amend their bylaws to adapt to internal changes or external legal requirements. Common reasons include:

  • Structural changes such as adding or removing board committees.
  • Shifts in leadership or the number of directors/officers.
  • Updates to voting procedures or quorum requirements.
  • Changes in meeting frequency or format (e.g., allowing virtual meetings).
  • Legal compliance with new state or federal regulations.
  • Clarifying ambiguous language in existing bylaws.
  • Reflecting changes in the mission or operational scope of the business or nonprofit.

Regular review of bylaws—at least annually or biannually—is a good governance practice that helps organizations stay current and legally compliant.

Articles of Incorporation

Articles must have all the information required by the state and be filed with the Secretary of State.

This information includes:

  • The name of the corporation.
  • The purpose of the corporation.
  • The corporation's registered agent and their contact information.
  • The person incorporating the business.
  • How many shares of stock the company has.
  • What type of stocks they are.
  • The names of the officers and directors.
  • The company's legal address.

Each state has different requirements, so be sure to research your own state's law.

If the state law around incorporation changes, businesses in that state must change their articles of incorporation to fit. Changes to the articles often have a substantial effect on how the business runs.

The most common reason for changing the articles is a change in staff. The directors, officers, and members are usually listed by name in the articles, so if someone is replaced, their name must be replaced in the articles.

If the articles aren't changed accordingly, the business could be in violation of state law.

Having correct contact names and addresses lets the Secretary of State notify the members of any legal matters, tax issues, etc. without hassle.

Legal Considerations and State Requirements

While bylaws are internal documents, the process of amending them must align with applicable state laws and the corporation’s Articles of Incorporation. Important legal considerations include:

  • State-specific statutes: Some states require a specific notice period or supermajority vote for bylaw changes.
  • Consistency with Articles: Amended bylaws must not conflict with the Articles of Incorporation. If they do, the articles must also be amended.
  • Nonprofit rules: Nonprofits may need to file amended bylaws with their state’s attorney general or Secretary of State, depending on the jurisdiction.
  • IRS guidelines: For nonprofits, significant bylaw changes—such as changes to the organization's purpose—may need to be reported to the IRS via Form 990.

Consulting a business attorney can ensure the process adheres to all legal obligations.

Amending Corporate Bylaws

Amendments to bylaws usually go into effect as soon as they are passed. Before amending, be sure to check that any changes you want to make aren't already in the articles. You can talk about amending the bylaws in any regular meeting, or hold meetings specifically to discuss it.

A special notification is required for the specific meetings.

Sometimes the bylaws say how many votes are needed to pass an amendment, but usually, it's just a majority. Most states require companies to keep accurate records, also called minutes, of the meetings and votes. Within the minutes should be a copy of the amendment, whether or not the board approved it, and the vote tally. Usually, the secretary of the corporation signs the minutes.

The bylaws might also say who has the power to vote, which is usually all the shareholders and board members. Make sure everyone sees and reviews the proposed amendment before the vote.

If the amendment passes, write out a resolution explaining the changes. Put the resolution in the minutes and keep a copy with the corporate files.

Be sure that a quorum, or the minimum amount of people that need to be present to vote, is at the meeting. The bylaws might cover how large a quorum you need.

The minutes should say who was at the meeting, what the amendment is, if it passed, and the vote tally.

Make sure to update the official bylaws after an amendment passes to avoid confusion. It's best to keep all the official updated bylaws in one document.

If the articles are amended, send a copy of the updated articles to the Secretary of State. Usually, you'll have to fill out a form to help you file them. Sometimes there's a fee associated with filing updated articles.

Best Practices for Amending Bylaws

Following best practices ensures your bylaw amendments are effective, enforceable, and transparent:

  • Maintain version control: Keep dated copies of each version of the bylaws, including a record of all amendments.
  • Avoid conflicting provisions: Ensure amendments don’t contradict existing bylaws or Articles of Incorporation.
  • Use legal counsel: A qualified attorney can review proposed changes to ensure they are legally sound.
  • Standardize the format: Use consistent numbering, language, and formatting to ensure clarity.
  • Get stakeholder input: Consider feedback from board members, executives, and legal advisors before finalizing changes.

If you're unsure how to amend bylaws effectively or in compliance with your state’s rules, you can find a qualified attorney on UpCounsel to assist with drafting and executing amendments.

Step-by-Step Process to Amend Bylaws

Though the process varies slightly depending on the organization and jurisdiction, the following steps generally apply to how to amend bylaws:

  1. Review Existing Bylaws
    Confirm the amendment procedure outlined in the current bylaws. This typically includes who can propose changes, how much notice must be given, and what vote threshold is required.
  2. Draft Proposed Amendments
    Clearly write out the proposed changes, indicating which sections will be modified, removed, or added. It’s important to use precise legal language to avoid ambiguity.
  3. Provide Advance Notice
    Give proper notice to all voting members (board of directors and/or shareholders). This often must be done within a specified time frame—e.g., 10 to 30 days before the meeting.
  4. Hold a Formal Meeting
    Call a board or shareholder meeting, as outlined in the bylaws. Ensure quorum requirements are met before proceeding to a vote.
  5. Vote on the Amendment
    Depending on the bylaws, approval may require a simple majority or a supermajority (e.g., two-thirds vote). Record the results in the meeting minutes.
  6. Document and File the Amendment
    The final approved amendment should be:
    • Incorporated into the official bylaws document.
    • Recorded in the corporate meeting minutes.
    • Signed and dated by the corporate secretary or other authorized officer.
  7. Communicate the Changes
    Share updated bylaws with all relevant stakeholders, including board members, shareholders, and employees. For nonprofits, notify regulatory agencies if required.

Frequently Asked Questions

  1. Who can propose an amendment to the bylaws?
    Typically, board members or shareholders can propose bylaw amendments, but the current bylaws will specify who has this authority.
  2. What is a quorum and why is it important in bylaw amendments?
    A quorum is the minimum number of members who must be present to hold a vote. Without it, any decision—including bylaw changes—is not valid.
  3. Do amended bylaws need to be filed with the state?
    Usually no, unless the bylaws are referenced in the Articles of Incorporation or you're amending a nonprofit’s bylaws in a state that requires filing.
  4. How often should a corporation review its bylaws?
    Annually or biannually is recommended to ensure they remain current with legal and organizational changes.
  5. Can a bylaw amendment be challenged?
    Yes, if the proper amendment procedures were not followed or the changes conflict with higher governing documents or state law.

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