Member Resolution: Amendment to Articles of Organization
(CA LLC)​​

Summary

This is a template for a member resolution that is for use by a California limited liability company that wishes to amend its articles of organization. This clause contains practical guidance, drafting notes, and alternate and optional clauses. Cal. Corp. Code § 17702.02(a) provides, "The articles of organization may be amended or restated at any time." Cal. Corp. Code § 17702.02(b) continues, "To amend its articles of organization, a limited liability company shall deliver to the secretary of state a certificate of amendment, on a form prescribed by the secretary of state for filing." The information which is needed to complete the amendment to the articles of organization is outlined in Cal. Corp. Code § 17702.02(b), and set forth on the template provided by the California Secretary of State, which can be accessed here. Prior to filing an amendment to the articles of organization, the members of the limited liability company need to approve the amendment in the manner required by the company's existing articles of organization or operating agreement. If the existing articles of organization or operating agreement are silent on the manner of amendment, the members need to proceed in accordance with the default statutory provisions set forth in California Revised Uniform Limited Liability Company Act (CRULLCA). Specifically, Cal. Corp. Code § 17704.07(r)(2) provides, "If no voting provision is contained in the articles of organization or written operating agreement. . . any amendment to the articles of organization or operating agreement shall require the unanimous vote of all members." These clauses assume that the term "the Company" has already been defined; if not, it should be defined as follows where first used: [name of company], a limited liability company formed under the laws of California (the "Company"). For more information about management of California LLCs, see Management and Indemnification (CA LLC). For more information about amendments to organizational documents, see Entity Maintenance and Amendments (CA LLC).