Introducing Referent – AI-native practice management software for modern law firms.
Explore ReferentCorporation 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
1.1 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].
2.1 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.]
3.1 The amendment(s) will become effective:
☐ Immediately upon adoption
☐ On [Effective Date]
☐ Upon filing/acceptance by the state (for articles, if applicable)
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.
5.1 The undersigned certifies that this resolution was duly adopted and remains in effect unless revoked.
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: ___________________________
Each template already follows legal structure and best practices.
The agreement is automatically filled and adapted to your inputs.
Check the generated document, make edits if needed, and download a ready-to-use agreement.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Frequently asked
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.
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.
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.
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.
No. If articles are amended, a filing with the state is usually required. This template documents internal approval and authorization to file.
AI Lawyer is an AI-powered assistant that helps you create and customize legal and business document templates online. It guides you through key sections, suggests wording, and explains complex concepts in simple language. AI Lawyer does not replace a licensed attorney or provide legal advice, but helps you prepare better documents faster and more confidently.
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