Amendment of Corporate Articles

Chapter 8 of Part 2 of Division 2 of Title 1 of the Corporations Code deals with amendments of articles for nonprofit public benefit corporations in this state.

Section 5810 provides that, by complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects as may be desired, so long as its articles as amended contain only the provisions as it would be lawful to insert in original articles filed at the time of the filing of the amendment.

Section 5811 provides that any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as three specified conditions are met.

Section 5812 states that amendments may be adopted if approved by the board and approved by the members and approved by other person or persons, if any, as required by the articles. The approval by the members or other person or persons may be before or after the approval by the board.

Section 5813 requires an amendment to also be approved by the members of a class, whether or not such class is entitled to vote thereon by the provisions of the articles or bylaws, if the amendment would materially and adversely affect the rights of that class as to voting or transfer in a manner different than such action affects another class.

Section 5813.5 provides that a public benefit corporation may amend its articles to change its status to that of a mutual benefit corporation, a social purpose corporation, a religious corporation, a business corporation, or a cooperative corporation by complying with this section and the other sections of this chapter.

Section 5814 provides that, upon adoption of an amendment, the corporation is required to file a certificate of amendment, which consists of an officers’ certificate stating five specified items of information.

Section 5815 provides that, in the case of amendments adopted by the incorporators, the corporation must file a certificate of amendment signed and verified by a majority of the incorporators which states that the signers thereof constitute at least a majority of the incorporators, that directors were not named in the original articles and have not been elected, that the corporation has no members and that they adopt the amendment or amendments therein set forth.

Section 5816 requires the certificate of amendment to establish the wording of the amendment or amended articles by one or more of three specified means.

Section 5817 provides that, upon the filing of the certificate of amendment, the articles are amended in accordance with the certificate and any change, reclassification, or cancellation of memberships be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment. The Secretary of State must make available the filed certificate of amendment to the Attorney General.

Section 5818 states that a corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence.

Section 5819 allows a corporation to restate in a single certificate the entire text of its articles as amended by filing an officers’ certificate or, in circumstances where incorporators or the board may amend a corporation’s articles, a certificate signed and verified by a majority of the incorporators or the board, as applicable, entitled “Restated Articles of Incorporation of (insert name of corporation)” that sets forth the articles as amended to the date of filing of the certificate, except that the signatures and acknowledgments of the articles by 

Section 5820 specifies that amendment of the articles of a corporation, pursuant to this chapter, does not, of itself, abrogate any requirement or limitation imposed upon the corporation, or any property held by it, by virtue of the trust under which such property is held by the corporation.