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This document should be used when the Board of Directors is
advising that there should be a change in the Articles of
The following text of this document should be reviewed and
edited to fit your purposes.
[Find, then fill-in, or delete text in brackets like this: “[NNN]”
If there are dates in this document, they will automatically change to today’s date.
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Otherwise the following text should be reviewed and edited as needed:
BOARD OF DIRECTORS' RESOLUTION
ADVISING OF AMENDMENT TO ARTICLES OF INCORPORATION
By a duly made and seconded motion, a majority of the directors of the Board of
directors of [COMPANY NAME] Corporation, voted to adopt the following resolution:
RESOLVED, that the Board of directors of the [COMPANY NAME] Corporation
considers it in the best interests of the Corporation to amend Article [N] of the
Articles of Incorporation to read as follows:
And it is FURTHER RESOLVED, that the President of the Corporation call a
special meeting of the Corporation's shareholders, to be held at [BUILDING] on
[ADDRESS], at [TIME], to consider and vote upon the above resolution, and the
President of the Corporation is hereby directed to require the Secretary of the
Corporation to give notice of the special meeting to shareholders in accordance
with the Articles and Bylaws of this Corporation.
The undersigned, [N] certifies that I am the duly appointed Secretary of [COMPANY
NAME] Corporation and that the above is a true and correct copy of a resolution duly
adopted at a meeting of the directors thereof, convened and held in accordance with law
and the Bylaws of said Corporation on [DATE], and that such resolution is now in full
force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME]