Supermajority Requirement for Bylaw Amendment Clause
(Articles of Incorporation) (CA Corporation)

Summary

This Supermajority Requirement for Bylaw Amendment Clause (Articles of Incorporation) (CA Corporation) may be included in a California corporation's articles of incorporation to require a greater than majority vote to amend the corporation's bylaws. This clause contains practical guidance and drafting notes. Unless otherwise provided in a corporation's organizational documents, amendments to a corporation's bylaws only require the approval of a simple majority of the corporation's stockholders. The effect of this general rule is that stockholders would have the ability to amend a corporation's bylaws to eliminate certain anti-takeover provisions without obtaining board approval. To prevent stockholders from doing so, some corporations have adopted provisions in their articles of incorporation which grant the board of directors the authority to amend the bylaws and require that a supermajority of the stockholders approve certain amendments to the bylaws. For a full listing of related California corporation content, including content relating to corporate formation, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (CA). For more information on amending a corporation's bylaws, see Entity Maintenance and Amendments (CA Corporation) .