If your S corp failed to file returns, then before they will allow you to change anything you have to file those returns and bring it back into good standing. As far as conversion to a C-Corp, this is done with a "check the box" on your tax forms where you elect to have C-Corp or S-Corp status and it is a pretty simple thing to do with both the IRS and the state. As far as the bylaws you can amend those in accordance with the bylaws regarding amendments.
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