This By-Laws document contains the following information: the name and location of the corporation, the shareholders, and the duties of the officers.
Bylaws Of A Corporation With Change In California
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Articles of Amendment are filed when your business needs to add to, change or otherwise update the information you originally provided in your Articles of Incorporation or Articles of Organization. Below is a guide to amending articles, along with step-by-step instructions for each state.
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.
To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is necessary to prepare and file with the California Secretary of State a Certificate of Amendment of Articles of Incorporation in compliance with California Corporations Code sections 900-910.
To submit Form SI-100, you may file it online at the California Secretary of State's website or mail it to the Statement of Information Unit at P.O. Box 944230, Sacramento, CA 94244-2300. For in-person submissions, visit the Sacramento office located at 1500 11th Street, Sacramento, CA 95814.
You will need to login to the Secretary of State website, search for the name of the organization, click on “File Amendment,” and choose “Amendment – Name Change Only – CA Nonprofit Corporation.” The form costs $30 to file, plus an additional $5 for a certified copy. A certified copy is recommended for your records.
(b) Bylaws may be adopted, amended or repealed by approval of the members (Section 5034); provided, however, that such adoption, amendment or repeal also requires approval by the members of a class if such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 ...
The electors may amend the Constitution by initiative. To be included on the ballot a Constitutional amendment initiative requires a petition to be submitted to the Secretary of State with the certified signatures of 8-percent of the total vote for all candidates for Governor at the most recent gubernatorial election.
To change the officers of a California corporation, such as the CEO, CFO, or Secretary, you would need to hold a meeting of the directors to appoint new officer(s). You can also do this without a formal meeting, and simply record the process on corporate resolutions.
California's laws on corporations set out the requirements for a statutory conversion. But you might have to follow additional requirements in your LLC operating agreement. For instance, your operating agreement might require all members to approve the conversion in a meeting.
Be aware that some states, like California, allow domestication...but only from other states which also allow it. You cannot, for example, domesticate to California from New York, because New York has no domestication law.