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As can be gleaned from the foregoing, there are three (3) basic requirements for amending the Articles of Incorporation, namely: Majority vote of the board of directors. Written assent of the stockholders representing at least 2/3 of the outstanding capital stock. Approval by the Securities and Exchange Commission.
Amending Your Bylaws Most bylaws with amendment procedures require calling a meeting of the board of directors and holding a vote on the amendment. The bylaws should state how many votes are needed, but a majority is generally the rule.
How to Form a Corporation in Washington Choose a Corporate Name. Choose Directors to serve on the Board of Directors. Prepare and file the Articles of Incorporation. Apply for a Federal Employer Identification Number (EIN) Write Corporate Bylaws. Create a Shareholder Agreement. Elect S Corporation status if desired.
To make amendments to your Delaware Stock Corporation, you submit the completed State of Delaware Certificate of Amendment of Certificate of Incorporation form to the Department of State by mail, fax or in person, along with the filing fee and the Filing Cover Memo. Non-stock corporations use a separate amendment form.
Amend a companys articles of association by special resolution. As per section 283 of the Companies Act 2006, you can amend a companys articles of association by passing a special resolution of the members, provided there is a legitimate reason for making such changes.
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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.
Are bylaws filed with the state of Washington? No, you arent required to file your corporate bylaws with the Washington Secretary of State. Instead, you will keep your bylaws on file with your corporations other documents, such as meetings minutes and resolutions.
Lets start with a simple truth: Bylaws are the go-to source for how an organization operates. They trump the parliamentary authority (think: Roberts Rules) and any other rules that youve adopted.
Corporate bylaws are legally required in Washington State. Usually the board of directors will adopt initial bylaws at the first organizational meeting.
Amending the bylaws usually takes place at the Annual General Meeting of a cooperative. Members and the board of directors can bring forward resolutions to amend the bylaws which are then voted on.

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