Q: Does a non-stock corporation need to go to court to change the By-laws from a qurom to 2/3?
The company consists of 10 members. The By-laws reads it takes 2/3 of 11 to call a meeting to order. What if 2 people protest. What legal steps have to be taken to call a meeting and change the Bylaws?
A: Generally no, Court is not necessary. Your articles of incorporation, bylaws, or other governing documents will control the situation. In the absence of provisions in those documents the default position allows for the "corporation" to call a special meeting. Votes to change the bylaws can occur at the special meeting. The members/directors seeking the change should consult with an attorney and see if the corporation could pay the legal expenses to advise them, help call the meeting, and help conduct the meeting.
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