Procedure for Changing Bylaws

Bylaws are a necessary and important part of creating a corporation. State law governs the provisions corporations can include in the bylaws. Bylaws are private and not subject to public disclosure unless the corporation chooses to disclose them. Bylaws cannot violate state law.

Definition

Bylaws are the rules and procedures governing the operation of a corporation. Bylaws commonly govern the appointment of board members, holding meetings, the size of the board and director and officer duties. State law governs procedures not covered by a corporation's bylaws.

Amendments

Bylaws are easier to amend than articles of incorporation (the document that forms a corporation and is normally filed with the Secretary of State) because it is not necessary to file changes with the state. An amendment changes or revises the applicable section of the bylaws.

Vote

To approve a change to bylaws, the board must vote and approve the revision. Typically, a corporation can change the bylaws with two-thirds approval by the board, unless the existing bylaws state differently. If approved, the new amendment replaces or revises the old bylaw.

References

• Foundation Center: What are nonprofit bylaws?
• Nolo.com: Nonprofit Formation Documents
• Montana Library Association: Guidelines to Amending Bylaws
• "The Corporate Handbook: Meetings, Minutes & Resolutions"; Anthony Mancuso; 2010