How to Amend a Constitution and Bylaws of a Corporation

By Brette Sember, J.D.

How to Amend a Constitution and Bylaws of a Corporation

By Brette Sember, J.D.

A corporation is governed by its articles of incorporation and bylaws, which state how the business is run and the rules it must follow. In a way, these documents are like the corporation's constitution, since they define the basic framework for its operation, much like a constitution does for a country.

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Because the market, business, and financial world is always changing and business must respond to it, a corporation may find it needs to amend its bylaws or articles of incorporation. You can do this yourself, or you can work with an online service provider to assist you. It's important that your amendment be done correctly since it will affect how your corporation does business.

Information Included in Articles of Incorporation

Your corporation's articles of incorporation are a required filing with your state. This document lists basic information such as:

  • The corporation's name and address
  • The business purpose of the corporation
  • The registered agent, or person or company authorized to accept service of process on behalf of the corporation
  • How many shares and what type of stock your corporation can issue

You can amend any of the items in the articles of incorporation according to the rules for amendments set out in the bylaws.

Information Included in Corporation Bylaws

Your corporation's bylaws are the rules your corporation relies on for how it handles its day-to-day business. Bylaws can include such topics as:

  • How to elect directors to the board
  • The number of directors on the board
  • Powers and responsibilities of the board of directors
  • The number of directors necessary for a quorum
  • Voting rights for shareholders
  • Information about the annual meeting procedures
  • The procedure for amending the bylaws and articles of incorporation
  • How checks, loans, and stock certificates are to be issued

The bylaws can be amended according to the rules set out in the bylaws themselves.

Steps to Amend Articles and Bylaws

Articles of incorporation and bylaws are amended according to the rules that are set out in the bylaws. To amend documents, follow these steps, which include separate meetings for both the board of directors and shareholders:

  1. Prepare the amendment. Make sure you indicate which section of the articles or bylaws will be changing.
  2. Hold a meeting of the board of directors. Have someone who is authorized, usually the president or chairman, call a meeting of the board of directors according to the procedure in the bylaws. Most states have requirements that directors must be notified of meetings. A director can complete a Waiver of Notice, which basically says they don't need to be notified of any meetings, in which case that individual does not need to be notified. Instead of calling a meeting, you may wish to simply handle the amendment at your next annual meeting, if it is relatively soon.
  3. Hold a vote. At the meeting, have the board of directors vote on the amendment being proposed. The bylaws might specify a minimum vote needed to pass an amendment, but a majority vote is usually the requirement.
  4. Keep minutes. This step is required so there is a record of the business that was conducted. Make sure that the minutes include the amendment itself, the vote tally, and if the amendment was approved. The minutes should be signed by the corporation's secretary.
  5. Distribute notices. Send shareholders notice of a meeting, including the agenda for the meeting and the amendment that is being proposed.
  6. Hold the shareholder meeting. Check the bylaws for the number of attendees needed for a quorum and make sure that number is present. Have the shareholders vote on whether they wish to approve the amendment. The bylaws may state how many votes are necessary to pass an amendment.
  7. Keep minutes. Just as with the meeting of the board of directors, you need to keep minutes of the shareholder meeting, which should include a copy of the amendment, the vote tally, and whether the amendment passed. The minutes should be signed by the secretary.
  8. File the amended document. If the amendment is approved by both the board of directors and shareholders, you need to file the amended articles with the state agency that regulates businesses, usually the Secretary of State. Check your state's Secretary of State website for a form—usually called Articles of Amendment to Articles of Incorporation—to accompany the amended articles. There may be a filing fee. Amended bylaws do not need to be filed with the state.

With a few simple steps you can amend your bylaws to better fit your corporation's needs.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.