Difference Between Amended & Restated Bylaws

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Bylaws are the codes and rules corporate entities adopt to govern the way the business is managed and operated. There are occasions that warrant changes being made to the bylaw document, such as statements being restated or document being amended. There is a distinct difference between amended and restated bylaws.

Bylaw Contents

Bylaws contain the details pertaining to a corporation’s name and location, board of director positions, election procedures, stock certificates and dividends, meeting protocols and any other topics the board members believe are fundamental to the governance of the organization.

Restatements

There are instances when sections in the bylaw document need clarification. In an instance in which the wording seems confusing to board members or needs to be stated in a different manner to better clarify the statement, the section would be restated to reflect the clarification.

Amendments

There may be times when board members decide elements in the bylaw document are no longer relevant or valid. In this instance, the board could opt to amend the bylaw document by making the needed substitution, alteration or omission. Unlike the restatement that simply reaffirms a statement in the bylaws, the amended bylaw’s meaning is changed.

Restate or Amend

If there is an occasion that requires a fundamental change such as an amendment or a restatement, the board may need to make a determination about whether to restate a confusing bylaw, alter its meaning in a significant way or omit the statement completely. If changes must be made to the bylaws, the board uses the protocols outlined in the bylaws for making amendments or alterations.

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