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How to Amend Articles of Incorporation Review the bylaws of the corporation. ... A board of directors meeting must be scheduled. ... Write the proposed changes. ... Confirm that the board meeting has enough members attending to have a quorum so the amendment can be voted on. Propose the amendment during the board meeting.
How to File. Complete and file the Certificate of Amendment with the Department of State. The completed Certificate of Amendment, together with the $60 filing fee, should be forwarded to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
The Articles of Incorporation are like the constitution of the corporation that provides a broad framework for its establishment, whereas the bylaws can be likened to the individual laws that must be consistent with the Articles of Incorporation.
The amendment is then presented, discussed, and voted upon. In contrast, a ?revision? is used when changes are so extensive and general that they are scattered throughout the document (or documents). Unlike an isolated amendment, a revision is a substitution of a new document.
?Amended? means ?changed?, i.e., that someone has revised the document. ?Restated? means ?presented in its entirety?, i.e., as a single, complete document. ingly, ?amended and restated? means a complete document into which one or more changes have been incorporated.