posted Jul 12, 2012, 10:48 AM by Kingsley Martin
clause in the Articles or Certificate of Incorporation defines:
(a) who has authority to adopt or amend the Bylaws;
(b) what procedures must be followed;
(c) what notice is required and
(b) who must approve the action.
Most clauses, however, do not detail the process and notice requirements; surprisingly some not specify the approval requirements. Incorporators are free to set the approval requirements. But where a proposed amendment adversely affects shareholder interests, state statutes may define the requirements and procedures for amendment. (See, Amendment of California Corporations Articles of Incorporation