The articles of amendment shall be executed by the corporation by an officer of the corporation.
The articles of amendment shall be executed by the corporation by an officer of the corporation.
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It is important to realize, however, that bylaws are not required as a matter of law with one exception. Bylaws are required when the articles of incorporation do not specify the number of directors in a corporation.
The voting requirements for membership approval of bylaw amendments and restatements are normally found in an association's bylaws. In the event the bylaws fail to include an amendment provision, they may be amended by a majority of those members voting once a quorum has been established. (Corp. Code § 7150(b).)
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.
The Certificate of Amendment can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to the Sacramento office. Certificates of Amendment are filed only in the Secretary of State's Sacramento office.
An amendment to your corporation's Articles of Incorporation is filed when you need to update, add to, or otherwise change the original content of your articles. Amendments are important corporate filings as they are required to modify essential corporate information, such as changes to stock information.