In the charter or in the bylaws?

Such a provision is likely to be found in the bylaws document, rather than in the charter document. Charters, known as articles of incorporation, are filed in the state of incorporation as a matter of public record. As such, they do not usually contain substantial detail beyond the name of the company, its location, the nature of its business, state of incorporation, shares issued, powers to amend bylaws or elect directors, and director and officer indemnification.

Bylaws, which can run five times the length of charter documents, cover the rules a corporation sets for itself. They typically repeat charter language, but provide more detail and outline additional areas. In general, neither document can be amended without shareholder approval.