To Amend the Articles of Incorporation

JanisS (Florida)
Posts: 1

Posted:

Our documents say "The power to amend the Articles of Incorporation shall be in the members, but the affirmative vote of two-thirds (2/3) of the members shall be necessary to exercise that power." We have 300 members. We had a vote but only 144 people voted. The document does not mention a quorum in this section. Do we need to have 200 people vote in order to count the vote or do we say it did not pass because we didn't get 2/3 of the members to vote so 2/3 did not say yes.

JohnB26 (South Carolina)
Posts: 1,001

Posted:

you need 200 actual 'aye' votes to pass the amendment

do not count the # of voters

do not count the 'nay' votes

do not establish a quorum

you need 2/3 of the membership actually voting 'aye' = 200

even if you got 144 'aye' votes from the 144 voters the amendment FAILED as you did not get: ".....the affirmative vote of two-thirds (2/3) of the members shall be necessary to exercise that power."

That is what your documents says.

KerryL1 (California)
Posts: 14,550

Posted:

Welcome to the Forum, Janis. I agree with JohnB--your document is pretty clear on this point

TimB4 (Tennessee)
Posts: 21,059

Posted:

Hi Janis.

Based on what you provided, I would say that you need to have 200 yea votes to amend the Articles of Incorporation (2/3 of 300).

Therefore, even if you had 210 people vote, if only 199 of them voted yea (or in favor of the amendment) there wouldn't be enough to make the amendment.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By JanisS on 03/25/2015 11:04 AM
Our documents say "The power to amend the Articles of Incorporation shall be in the members, but the affirmative vote of two-thirds (2/3) of the members shall be necessary to exercise that power." We have 300 members. We had a vote but only 144 people voted. The document does not mention a quorum in this section. Do we need to have 200 people vote in order to count the vote or do we say it did not pass because we didn't get 2/3 of the members to vote so 2/3 did not say yes.

Janis,

Do Florida non-profit corporation statutes address the issue of who may amend the articles? In my state, even if the members have a voice regarding amendments, the board of directors may make any of the following amendments without member approval:
1. Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.
2. Delete the names and addresses of the initial directors.
3. Delete the name and address of the initial statutory agent or known place of business, if a statement of change is on file with the commission.
4. Change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", "association", "society", or the abbreviation "corp.", "inc.", "co.", "ltd.", "assn." or "socy." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name.
5. Make any other change expressly permitted by chapters 24 through 40 of this title or the articles of incorporation to be made by director action.
(ARS 10-11002) [http://www.azleg.gov/FormatDocument.asp?inDoc=/ars/10/11002.htm&Title=10&DocType=ARS]

Just wondering if Florida has similar provisions.

What is the purpose of amending your articles of incorporation?

Just as an aside, in my state you can form a valid corporation with articles of incorporation that run about one page. But I have seen articles of incorporation drawn up by attorneys that run for page after page. The problem with putting unnecessary provisions into articles of incorporation, such as the number of directors, is that you are then stuck with them until you file amended articles. Best to keep it simple from the start.