(b) Bylaws may be adopted, amended or repealed by approval of the members (Section 5034); provided, however, that such adoption, amendment or repeal also requires approval by the members of a class if such action would: (1) Materially and adversely affect the rights, privileges, preferences, restrictions or conditions ...
No, bylaws and operating agreements (and any amendments thereto) are maintained by the business entity and are not filed with the Secretary of State. Requests for copies or information about these documents should be directed to the business entity itself.
California corporate bylaws are the agreed-upon rules for your corporation's operations. Bylaws create an organizational structure for your company and outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.
Every California Corporation must adopt bylaws, and this article identifies the key components that should be included in California Corporation Bylaws; however, this article does not contain all the headings or provisions that are required to be included in California Corporation Bylaws.
Although organizations don't need to file these bylaws with the state, California law requires that the treasurer or other designated member of the organization maintains a copy on file.
The authorized number of directors must be set out in the bylaws (or the articles). A corporation must have at least three directors unless the corporation has fewer than three shareholders. In that case, the number of its directors can be no less than the number of shareholders.
Corporations Code - CORP. TITLE 1 - CORPORATIONS. DIVISION 1 - GENERAL CORPORATION LAW.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.