Amending Articles of Incorporation

[Tomm]

Is it still proper to use the motion to amend something previously adopted when amending the Articles of Incorporation or are they a whole different animal?

[Richard Brown]

On 8/27/2022 at 4:48 PM, Tomm said:

Is it still proper to use the motion to amend something previously adopted when amending the Articles of Incorporation or are they a whole different animal?

I would imagine that the articles of incorporation themselves or the bylaws contain a provision regarding amending the articles, but, if not, I think the motion to amend something previously adopted might be the proper vehicle.  in addition, state law quite likely contains provisions regarding amending articles of incorporation. 

[Josh Martin]

On 8/27/2022 at 4:54 PM, Richard Brown said:

I would imagine that the articles of incorporation themselves or the bylaws contain a provision regarding amending the articles, but, if not, I think the motion to amend something previously adopted might be the proper vehicle.  in addition, state law quite likely contains provisions regarding amending articles of incorporation. 

I think that in any event, a motion to amend the articles is, as a parliamentary matter, a motion to Amend Something Previously Adopted. But it is certainly correct that any rules pertaining to amending the articles found in applicable law or the articles themselves take precedence over any rules in RONR which conflict.

[Rob Elsman]

I agree with Mr. Martin.  Many states are loathe to legislate about matters that are purely in the nature of parliamentary procedure, so I suspect that the characteristics and handling of the motion, Amend Something Previously Adopted, will most often apply to organizations that have adopted RONR (12th ed.) as their parliamentary authority.

Since articles of incorporation are important legal documents, it may be wise for the corporation obtain the services of competent legal counsel to ensure that all applicable laws and regulations are fully complied with.  This is not a matter to be carelessly sloughed off.

[Richard Brown]

On 8/27/2022 at 7:22 PM, Rob Elsman said:

I agree with Mr. Martin

I think, then, that the three of us are on the same page. Perhaps I was not as clear as I could have been, but I am fairly certain that either the articles of incorporation of themselves or the state corporation code contain the requirements for amending the articles of incorporation. However, I also believe that amending them is indeed a form of amending something previously adopted, but the method of doing so is probably specified in the articles themselves or by law.