How to Amend Bylaws in a New York Law Corporation

By Anna Assad

A corporation's bylaws set its internal rules and procedures. For example, bylaws usually include rules for the election of the board of directors and define the rights of corporate stockholders. A New York law corporation may need to amend its bylaws for various reasons. Provisions may become outdated or no longer serve the corporation's needs. Regardless of the reason, a corporation doing legal business in New York must follow the state regulations for a for-profit corporation when changing its existing bylaws.

Creation

Section 601 of the New York Business Corporation laws in the state's code set few content standards for corporate bylaws. The incorporators set the bylaws at the corporation's organization meeting. One incorporator may call the meeting as long as he gives written notice of the date, time and place of the meeting to any other incorporators at least five days in advance. New York law allows the law corporation to choose the content of its bylaws, including the procedure for amendments, but the provisions can't violate any state laws.

Amendments

A law corporation may amend its bylaws by a majority vote of all shareholders who have the right to vote on the election of the corporation's directors. However, the corporation's certificate of organization or current bylaws may require a higher number of votes -- such as a two-thirds majority, or a unanimous vote -- to pass bylaw amendments. New York law corporations must hold a meeting at least once a year on the same date; the corporation's bylaws state the date. Voting shareholders aren't entitled to receive advance notice of the annual meeting. However, if a bylaw amendment vote is going to take place during a special meeting, the person calling the meeting must give notice electronically or by mail to all voting shareholders at least 10 days before. The notice must identify who is calling the meeting, its purpose, and its date, time and place.

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Voting Rights

New York allows a law corporation to withhold the right to vote from a series of shares. The voting rights of each series are defined in the corporation's certificate of incorporation. A law corporation may issue a series of stock that doesn't have voting rights to give shares to employees or use the stock as an incentive during employee recruitment; this allows the law corporation to issue shares without giving up any ownership. Only the persons with stock in a series that has voting rights vote on amendments to bylaws. However, state law doesn't allow a corporation to withhold voting rights from all series of stock at the same time.

Considerations

Although a law corporation must keep a copy of its bylaws at its main business location, the corporation doesn't file the bylaws with the New York secretary of state. Any amendments are kept with the original bylaws. A New York law corporation must keep records of all meetings, voting outcomes and shareholders, including each shareholder's stock type and the amount of stock owned. The records must include bylaw amendments.

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What Belongs in the Bylaws?
 

References

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