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Typically, an amendment to the Articles of Incorporation must be confirmed by a greater majority (2/3 or 3/4 depending on the jurisdiction) of the votes cast by the shareholders at a special general meeting.
Sec. 46. For the adoption of by-laws by the corporation the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of non-stock corporations, shall be necessary.
The process of amending a corporation's articles is typically done through a special resolution. This can be achieved by a resolution approved by no less than two-thirds of the votes cast at a meeting of shareholders, or by a written resolution signed by all eligible shareholders.
How to Amend Articles of Association Review Existing Articles of Association. ... Propose Amendments. ... Hold a Meeting to Pass a Resolution. ... File Amended Articles of Association. ... Update Internal Records.
Articles of Incorporation must be amended to alert the state to major changes. Changes that qualify for state notification include changes to: address. company name.
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.