How can a corporation amend its bylaws?
Bylaws can generally be amended by the corporations’ directors or its shareholders, although some state corporate laws limit the ability of corporate directors to amend the bylaws. The original bylaws will generally include provisions which detail exactly how amendments can be passed. The process should be similar to amending the articles of incorporation (that is, proposing the amendments and then having the board of directors vote on them at a directors meeting). Since bylaws are not generally filed with the secretary of state, any amendments to the bylaws do not need to be filed. Thus, amendments become legally valid as soon as they are adopted (as opposed to amendments to the articles of incorporation, which are not legally effective until filed with, and accepted by, the secretary of state).