Supermajority Requirement for Bylaw Amendment Clause
(Articles of Organization) (MA Corporation)

Summary

This Supermajority Requirement for Bylaw Amendment Clause (Articles of Organization) (MA Corporation) may be used by a Massachusetts corporation in its articles of organization to grant the corporation’s board of directors the authority to amend the bylaws and require that a supermajority of the shareholders approve certain amendments to the bylaws. This template includes practical guidance and drafting notes. The incorporators or board of directors are to adopt initial bylaws for a corporation, which may contain any provision for managing the corporation’s business and regulating its affairs that is not inconsistent with the law or the corporation’s articles of organization. ALM GL ch. 156D, § 2.06. Thereafter, the corporation’s shareholders have the power to make, amend, or repeal the bylaws—directors have such power only if granted in articles of organization or the bylaws (as may be authorized by the articles). Unless otherwise provided in a corporation’s organizational documents, amendments to a corporation’s bylaws (as well as shareholder approval of other matters) only requires approval of a simple majority of the shareholders. See ALM GL ch. 156D, § 7.25. The effect of these rules is that shareholders would have the ability to amend a corporation’s bylaws without director approval, including bylaws that eliminate certain anti-taker provisions. To prevent shareholders from making such amendments, corporations can adopt provisions in their articles of organization that require a supermajority vote by shareholders to amend the bylaws. For additional guidance on the bylaws, formation, and maintenance of Massachusetts corporations, see Bylaws (MA Corporation), Formation and Qualification (MA Corporation), and Entity Maintenance and Amendments (MA Corporation).