Corporate Constitution

a constitution will serve to clarify your purpose, delineate basic structure and provide the
cornerstone for building an effective group. It will also allow members and potential
members to have a better understanding of what the organization is all about and how
it functions. It clearly describes the basic framework of the organization.

Corporate by laws
Bylaws are the rules that direct the operations of the corporation. Specifically, the bylaws
direct the board of directors in their work to oversee the corporation. One of the first
actions of the board of directors of a new corporation is to adopt the bylaws.
Bylaws set forth in detail the procedures your group must follow to conduct business in
an orderly manner. They provide further definition to the articles of the constitution and
can be changed more easily as the needs of the organization change

How to Amend a Constitution & By laws of a Corporation?

Step 1
Refer to the articles of incorporation. The articles of incorporation are the most important
set of internal rules and establish the company’s name, registered agent, address, business
purpose and how many shares of stock it may issue. Determine if any of the changes you
wish to make are included in the articles.
Step 2
Review the existing bylaws. The bylaws are the next set of internal rules that a corporation
follows. Bylaws generally focus on the administrative portion of the business. This includes
how to call meetings, elect directors, appoint corporate officers, and the responsibilities
of different positions within the corporation.
Step 3
Request a meeting of the board of directors. The bylaws should contain a procedure
regarding how to call a meeting of the board, so refer to that document and follow it
exactly. Most corporations have at least annual meetings scheduled. If this meeting is to
take place before a scheduled meeting, most states require that you provide all the
directors with notice so they can attend. However, you may not be required to provide
notice if all of the directors who are entitled to vote attend the meeting or if the absent
directors provide a “waiver of notice” to the corporation. Also, make sure that an
authorized party, such as the chairman or president, calls the meeting.
Step 4
Hold a vote of the board of directors on the amendment. The bylaws may provide a
minimum vote total regarding what is required for an amendment to pass. Generally, only
a majority is required. Be sure to keep accurate minutes of the meeting, as most states
require these records to be kept. The minutes should contain a copy of the amendment,
whether the amendment was approved by the board, and the vote tally. Generally, the
minutes must be signed by the Secretary of the corporation.
Step 5
Request a meeting of the shareholders. Again, notice is required. Be sure to send a notice
to all shareholders, along with an agenda and copy of the proposed changes.
Step 6
Hold a shareholder vote. Make sure a quorum, or minimum number of members required
to be present to vote on a matter, is present at the meeting. Again, the bylaws may define
how many votes are necessary to approve an amendment. You will also need to prepare
minutes containing who was present, a copy of the amendment, whether the
amendment passed and vote tally. Generally, the minutes must be signed by the Secretary
of the corporation.
Step 7
File a copy of the amended articles of incorporation with the state where the business
incorporated if it has been altered. States generally require that updated articles of
incorporation be filed with the appropriate government office. Generally, the office is the
Secretary of State. The state will normally provide a form to help you file amended articles
of incorporation. You may be asked to pay a fee. Amended bylaws generally do not need
to be filed with the state.