Statutes are a set of rules that provide the legal basis for government organizations such as non-profit organizations, corporations, private companies, and churches. The statutes are amended according to market developments or the legal environment. Changes can be as minor as changing or correcting a word in a sentence, or can be a major change that completely revises a section or section of the bylaws. Once your articles of incorporation have been drafted, they must be voted on by the corporation`s board of directors. Once approved, the articles of association become official and binding for your company. If your state requires regulations, you must file them with the Secretary of State`s office or state agency that runs the companies. Make sure that each board member and officer receives the by-laws so that they can familiarize themselves with them. Changing bylaws essentially changes the contract you have with your colleagues about how your organization operates, so you need to be really technical and precise. The appropriate announcement of an amendment to the articles contains three basic elements: Amendment by the Board of Directors Certain provisions of the Articles may be amended by the Board of Directors without the consent of the members.

(Companies Code § 7150(a).) These amendments are valid unless they are: Here is a change to the sample by-law for your review: After determining how to amend the by-laws. The next step is to write down the laws you want to change and how you want them to be worded. Check with several other people in the organization. Let them read it. Does the proposed change make sense? Does this change affect other laws? If so, how? Do you have to propose any other amendments if this amendment to the statutes is adopted? Formulate the change carefully and completely. A resolution describing the changes made when an amendment was passed must be kept on file with the company. Update official documents so that all by-laws are kept together. You have the daunting task of starting a business. Your corporate name is selected and registered, you have drafted your articles of association and selected your directors. But you may be wondering, „Now what?“ While the steps to starting a business can be pretty straightforward, you`re just getting started.

Now, you need to run your business properly. The procedure for amending by-laws is covered by the by-laws themselves, for example: Articles may be amended according to the voting procedures and requirements included in the by-laws. If the statutes do not contain provisions amending them, they may be amended by a majority of the members meeting a quorum. (Companies Code, § 5034; See Corp. Code § 7150(b); See also Corp. Code § 7512(a) (subject to the restriction: „One-third of the voting rights, represented personally or by proxy, constitutes a quorum at a general meeting“).) When it is time to consider the amendment in plenary, deal with a specific request to amend an amendment previously adopted. The by-law amendment is subject to all rules governing this motion, with the exception of the following: Some tools to help your board formalize an amendment to your by-laws are an amendment to the model by-law and a model by-law amendment. A model for amending the articles of association facilitates the drafting of the final copy of an amendment. All you have to do is fill in the blanks. If you are amending parts of your by-laws, propose the amendment as the main proposal and specify one of the same processes that you would apply to each amendment. Amendment processes are outdated, unnecessary by-laws can cause confusion, high costs and low response rates to member elections (due to lack of modern and simple choices).

Be sure to check regularly for changes or replacements to bylaws to prevent your organization from falling behind, which may require a complete overhaul rather than just tweaking. Always start the process by reviewing the existing rules for changes. The rules specify whether changes must be submitted by your organization`s board of directors or whether changes can come from all members. Large organizations will begin the process by establishing an ad hoc committee to review the changes and make recommendations to General Members for acceptance or rejection. Small organizations begin the process by distributing copies of the proposed changes to each member. In both cases, final adoption requires the vote of all members. Good governance practices require not-for-profit boards to review and amend their by-laws annually to ensure good governance. A revision of the constitution is a complete overhaul that often brings fundamental changes to the structure of the organization. If you are considering revising your by-laws, suggest replacing the existing by-laws with a new one.

Therefore, the scope of termination rules that limit primary and secondary changes do not apply. Your group is free to change everything in the proposed revision before it is adopted, as if the statutes were being considered and adopted for the first time.