#AMENDING MINUTES AFTER APPROVAL HOW TO#

The bylaws might cover how large a quorum you need. Put the resolution in the minutes and keep a copy with the corporate files.īe sure that a quorum, or the minimum amount of people that need to be present to vote, is at the meeting. If the amendment passes, write out a resolution explaining the changes. Make sure everyone sees and reviews the proposed amendment before the vote. The bylaws might also say who has the power to vote, which is usually all the shareholders and board members. Usually, the secretary of the corporation signs the minutes. Within the minutes should be a copy of the amendment, whether or not the board approved it, and the vote tally. Most states require companies to keep accurate records, also called minutes, of the meetings and votes. Sometimes the bylaws say how many votes are needed to pass an amendment, but usually, it's just a majority. You can talk about amending the bylaws in any regular meeting, or hold meetings specifically to discuss it.Ī special notification is required for the specific meetings. Before amending, be sure to check that any changes you want to make aren't already in the articles. Amending Corporate BylawsĪmendments to bylaws usually go into effect as soon as they are passed. Having correct contact names and addresses lets the Secretary of State notify the members of any legal matters, tax issues, etc. If the articles aren't changed accordingly, the business could be in violation of state law. 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. The most common reason for changing the articles is a change in staff. Changes to the articles often have a substantial effect on how the business runs. If the state law around incorporation changes, businesses in that state must change their articles of incorporation to fit. The names of the officers and directors.Įach state has different requirements, so be sure to research your own state's law.How many shares of stock the company has.The corporation's registered agent and their contact information.Articles of IncorporationĪrticles must have all the information required by the state and be filed with the Secretary of State. Shareholders and board members are usually the people who vote, but the amount of power their votes hold may vary. It's usually easier to amend bylaws than Articles of Incorporation because the voting requirements are less strict.īylaw amendments also don't need to be filed with the SOS, so there's no need for formal requirements and filing fees.īylaws should already contain the procedures for voting and amending. It's common for companies to change or add to their bylaws to better fit the company as it grows.Īrticles of incorporation are legally required by every state, while bylaws usually aren't depending on the state.Ĭourts will often check for bylaws if there's a dispute or conflict within the company. Establishing or changing the logo or seal.How the bylaws and articles are amended.The process for members to come and go.The way meetings are held and recorded.The roles and powers of officers and directors.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. Bylaws are rules for running a corporation and the rights and responsibilities that the owners and managers have.

#AMENDING MINUTES AFTER APPROVAL HOW TO#

If you're wondering how to amend corporate bylaws, first you'll need to know what they entail.

Amending minutes after approval