mjk123-The IRS might be cutting some slack now on what's in the Articles of Incorporation (AOI) versus by-laws, but their instructions are pretty specific. I'd put the dissolutin clause in the Articles, not the bylaws. (And note - the current instructions also list certain states where a dissolution clause isn't needed. I'm guessing state law covers it for those listed.)
Excerpts from the IRS instructions:
Line 1. A “corporation†is an entity organized under a Federal or state statute, or a statute of a federally recognized Indian tribal or Alaskan native government. A corporation's organizing document is its “articles of incorporation.â€
...The articles of organization of an unincorporated association must include the name of your organization, your purpose, the date the document was adopted, and the signatures of at least two individuals. If your copy does not contain the proper signatures and date of adoption, you may submit a written declaration that states your copy is a complete and accurate copy of the signed and dated original. Your declaration should clearly indicate the original date of adoption.
This part might get you by - but I think they mean this for the organizations that are using "Bylaws" as a hybrid document that represents both the organizating instrument and the rules of operation.
...Bylaws may be considered an organizing document only if they are properly structured (includes name, purpose, signatures, and intent to form an organization).
....Line 5.“Bylaws†are generally the internal rules and regulations of an organization. If you have bylaws, you should submit a current copy.
Bylaws do not need to be signed unless they are the organizing document as described in line 3 above.
How did you amend? Also, after getting the incorporation document, I got sent to a new form to register with New Jersey (I think the department of taxation? ) Do you remember a second step like this? I called for help and of course noone answered 
