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Bylaws / Articles Amendment Resolution Template

Approve and document changes to corporate bylaws or articles with this Bylaws / Articles Amendment Resolution Template.

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Bylaws / Articles Amendment Resolution Template

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Bylaws / Articles Amendment Resolution Template


Corporation Name: [Corporation Name]
State/Country of Incorporation: [State/Country]
Principal Office Address: [Address]

Date of Resolution: [Date]
Document Being Amended (Select One): ☐ Bylaws ☐ Articles/Certificate of Incorporation
Approving Body (Select All That Apply): ☐ Board of Directors ☐ Shareholders


1. Authority and Meeting/Consent

1.1 The approving body(ies) of [Corporation Name] (the “Corporation”) adopt this resolution in accordance with the Corporation’s bylaws and applicable law.
1.2 Method: ☐ Meeting ☐ Written consent
1.3 Quorum: ☐ Present ☐ Not required (written consent).
1.4 Vote Threshold: ☐ Majority ☐ Supermajority ☐ Unanimous ☐ Other: [Threshold].


2. Amendment Approval

2.1 Resolved, that the Corporation hereby approves the amendment(s) to the ☐ Bylaws ☐ Articles as follows:
☐ The amendment text is stated below
☐ The amendment text is attached as Exhibit A

2.2 Amendment Text (Insert or Attach):
[Insert the amended section(s) or attach as Exhibit A.]


3. Effective Date

3.1 The amendment(s) will become effective:
☐ Immediately upon adoption
☐ On [Effective Date]
☐ Upon filing/acceptance by the state (for articles, if applicable)


4. Authorization to File and Update Records

4.1 The officers are authorized to prepare, execute, and file any documents required by the state/registry to implement the amendment (if applicable).
4.2 The Corporate Secretary (or authorized officer) is authorized to update the Corporation’s records and distribute updated governing documents as needed.


5. Certification

5.1 The undersigned certifies that this resolution was duly adopted and remains in effect unless revoked.


Signatures

Board Chair / Director: [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________

Corporate Secretary (Optional): [Name]
Title: [Title]
Date: [Date]
Signature: ___________________________

Shareholder Representative (If Required): [Name]
Title/Role: [Role]
Date: [Date]
Signature: ___________________________

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Bylaws / Articles Amendment Resolution Template

Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.

Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.

BYLAWS / ARTICLES AMENDMENT RESOLUTION TEMPLATE FAQ


What is an amendment resolution for bylaws or articles?

A Bylaws / Articles Amendment Resolution is a formal written record showing that a corporation’s board and/or shareholders approved changes to governing documents. It is used to document the amendment text, voting results, and authorization to file any required documents.


Do bylaws and articles require different approvals?

Often yes. Bylaws may be amended by the board, shareholders, or both depending on the bylaws and applicable law. Articles of incorporation (or certificate of incorporation) commonly require shareholder approval and a state filing. This template includes options for both types.


What should be included in the resolution?

Include: corporation name, date, the document being amended, the amendment text (or attachment), vote threshold and results, effective date, and authorization for officers to sign and file required documents. This template includes an exhibit option for longer amendments.


Do you need to attach the amendment text?

It’s usually best to attach the full amended language as an exhibit (or include it in the resolution) so the corporate record is complete. This template includes both approaches.


Does this replace filing requirements?

No. If articles are amended, a filing with the state is usually required. This template documents internal approval and authorization to file.


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