California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors. The statute lists three instances when the "board alone" may adopt amendments to the articles:
- An amendment extending corporate existence or making the existence perpetual if the corporation was organized before August 14, 1929;
- An amendment effecting a stock split (including an increase in the authorized number of shares in proportion thereto), unless the corporation has more than one class of shares outstanding;
- An amendment deleting:
- The initial street address;
- The initial mailing address;
- The names and addresses of the first directors; or
- The name and address of the initial agent for service of process.
A fourth exception can be found in Section 901 which provides that before shares are issued, the incorporators when directors were not named in the original articles and have not been elected many adopt any amendment by signing a writing. If directors are named in the articles or have been elected and shares have not yet been issued, then the directors may adopt the amendment.
Note that if the articles require a vote of a larger proportion (or all) of the shares of any class or series or of the directors than is otherwise required by the General Corporation Law, the provision in the articles requiring that greater vote may only be altered. amended or repealed by that greater vote unless otherwise provided in the articles.
Alas, the General Corporation Law does not allow corporations to adopt amendments changing the corporate name after shares have been issued without approval of the outstanding shares. Although this may be done indirectly through a "short form" merger pursuant to Corporations Code Section 1110(d). Several years ago, a committee of the State Bar tried to sponsor legislation to allow name changes without shareholder approval, but the proposal inexplicably encountered opposition and died.
