How to correct scrivener's errors in adopted and certified bylaws

[Guest sdm24]

Hello, everyone,

I drafted bylaws for a corporation (corporation 2) using as a template bylaws that were drafted for another corporation (corporation 1); I inadvertently left in corporation 2's bylaws language that was specific to corporation 1's bylaws and this language is not only confusing but wholly inapplicable to corporation 2. Neither I nor the board noticed the two incorrect terms and the board went ahead and adopted and certified them. The bylaws have already been submitted to a tax authority and I suspect they will catch and be concerned about these errors. Can anyone provide me with advice as to the form of amending or correcting the bylaws due to a scrivener's error as opposed to a substantive change? Thank you!

[Joshua Katz]

On 1/11/2024 at 6:32 PM, Guest sdm24 said:

Can anyone provide me with advice as to the form of amending or correcting the bylaws due to a scrivener's error as opposed to a substantive change?

The process is the same.

[Gary Novosielski]

On 1/11/2024 at 6:32 PM, Guest sdm24 said:

Hello, everyone,

I drafted bylaws for a corporation (corporation 2) using as a template bylaws that were drafted for another corporation (corporation 1); I inadvertently left in corporation 2's bylaws language that was specific to corporation 1's bylaws and this language is not only confusing but wholly inapplicable to corporation 2. Neither I nor the board noticed the two incorrect terms and the board went ahead and adopted and certified them. The bylaws have already been submitted to a tax authority and I suspect they will catch and be concerned about these errors. Can anyone provide me with advice as to the form of amending or correcting the bylaws due to a scrivener's error as opposed to a substantive change? Thank you!

Amending the bylaws requires following the process for bylaws amendment usually contained in the bylaws themselves.

The change of so much as a single comma can be a substantive change, so there is only one amendment process for all changes.