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Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of
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.
Articles of Amendment are filed when your business needs to add to, change or otherwise update the information you originally provided in your Articles of Incorporation or Articles of Organization.
55A-10-01. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation.
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.

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Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of
Any changes made to the Certificate of Incorporation are ratified by the majority of shareholders owning voting stock. Your Delaware Certificate of Amendment will include: Date of the board of directors meeting when the amendment was voted on.
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.
The most common reason that businesses change the articles of incorporation is to change members information. It is important to amend the articles of incorporation for any major changes to avoid legal consequences.
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.

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