§ 211 Bylaw Adoption And Amendment

This rule says a company can change its bylaws either by getting the shareholders who own the stock to approve it or by getting the board of directors to approve it, unless another rule says otherwise, and the company’s main documents can limit the board’s power to change bylaws.

Key Takeaways

•Bylaws can be changed by shareholder approval or board approval.
•There is an exception to this process in Section 212.
•The company’s articles or existing bylaws can limit or remove the board’s power to change bylaws (see Section 204(a)(5)).

Example

A small business wants to add a rule that all meetings must be held on Fridays. The owners can either have all the shareholders vote to approve the new rule, or the board can decide to adopt it, unless the company’s articles say the board can’t change that kind of rule.

If the shareholders vote yes, the rule is added. If the board decides, it works too, unless the articles or other bylaws say the board isn’t allowed to change that rule.

Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as provided in Section 212. Subject to subdivision (a)(5) of Section 204, the articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws. (Added by Stats. 1975, Ch. 682.)

Key Takeaways

•Bylaws can be changed by shareholder approval or board approval.
•There is an exception to this process in Section 212.
•The company’s articles or existing bylaws can limit or remove the board’s power to change bylaws (see Section 204(a)(5)).

Example

If the shareholders vote yes, the rule is added. If the board decides, it works too, unless the articles or other bylaws say the board isn’t allowed to change that rule.

Key Takeaways

Example

Key Terms

References

§ 211 Bylaw Adoption And Amendment

Key Takeaways

Example

Key Terms

References

Key Takeaways

Example

Key Terms

Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References