
August 15, 2006 |
2006-R-0515 | |
NON-PROFIT CORPORATIONS-AMENDING BYLAWS | ||
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By: George Coppolo, Chief Attorney | ||
You asked whether the law prohibits a non-profit corporation from amending its bylaws immediately after or soon after it is established.
The law does not prohibit a non-profit corporation from amending its bylaws immediately after or soon after it is established.
A corporation is established when a certificate of incorporation is filed with the Secretary of the State's office (CGS § 33-1027(a)). A corporation's bylaws are the code or codes of rules it adopts for regulating or managing its affairs (CGS § 33-1002(4)). They may contain any provision that is not inconsistent with the law or its certificate of incorporation (CGS § 33-1030(b)).
The law requires a corporation's incorporators or board of directors to adopt its initial bylaws (CGS § 33-1030(a)). A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) the certificate of incorporation or the non-profit corporation law (CGS §§ 33-1000 to 33-1290) reserves this power exclusively to the members in whole or in part; or (2) the members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal it (CGS § 33-1150(a)).
If a corporation has members who have the right under the certificate of incorporation to vote on amendments to the corporation's bylaws, such members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors (CGS § 33-1150(b)).
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