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: ___________________________