Legal Question in Business Law in Washington

Re: Articles of Incorporation vs By laws of corporation

Answering general questions like yours is always problematic, so this response is more of an educated guess than an answer.

Depending on restrictions that may (or may not) be in the Articles, proper action by one or more of the shareholders, directors and/or officers can amend the Articles, which generally need to be filed with the Secretary of State. So, the Bylaws may have amended the Articles, but only if the amendment was done properly. If there is conflict, then other issues arise, such as who participated in the amendment, who had notice, what the Articles and Bylaws say about how to amend, etc. In short, it is not possible to fully answer your question in the abstract. If you are interested, I offer a 30 minute consultation at no charge to evaluate questions such as this.