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

Summary

This Supermajority Requirement for Bylaw Amendment Clause (Articles of Incorporation) (PA Corporation) may be included in the articles of incorporation of a Pennsylvania corporation to require a supermajority of the corporation’s shareholders to approve certain amendments to its bylaws. This clause includes 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 shareholders. One effect of this general rule is that shareholders would have the ability to amend a corporation’s bylaws to eliminate certain anti-takeover provisions without obtaining board approval. To prevent shareholders from doing so, some corporations have adopted provisions in their articles of incorporation that 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 more information on amending a corporation’s governing documents, see Entity Maintenance and Amendments (PA Corporation).