[From: Free Document Downloads at TheSmallBusinessOwnersManual.com] This document should be used by the Board of Directors when advising an amendment to the Bylaws. 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 AMENDMENT OF BYLAWS
UPON a duly made and seconded motion, the resolution that follows below was duly adopted by the directors: RESOLVED, That Section [N] of the Bylaws of the Corporation be changed to read as follows:
And it is FURTHER RESOLVED, that the President of the [COMPANY NAME] Corporation is hereby directed to convene a special meeting of the shareholders of the [COMPANY NAME] Corporation on [DATE] at [TIME] to consider and take action on the above proposed amendment of the Bylaws of the [COMPANY NAME] 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]. IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME] Corporation.
Dated: [DATE]
__________________ Secretary