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rinted Name of Secretary of Corporation he corporation on ____________, 20 ___. Dated: ____________ , 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _____________________________________ Pabove is a true and correct copy of the Amendment to the Articles of Incorporation that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of tcles of Incorporation of this corporation be amended to read as follows: The undersigned, ___________________, certifies that he or she is the duly elected secretary of this corporation and that the ___ . m., at the offices of the corporation located at _______________. At this meeting, it was resolved by a vote of the holders of a majority of shares entitled to vote on this matter that the Artiof Incorporation of ___________________ Pursuant to law and the bylaws of this corporation, a special meeting of the shareholders of this corporation was held on ____________, 20 ___, at _____ o'clock________________ Signature of Secretary of Corporation _____________________________________ Printed Name of Secretary of Corporation Shareholder Resolution 2 Certificate of Amendment of Articles aw and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________ , 20 ___ Corporate Seal _____________________ly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the shareholders that was held in accordance with state l___________ _____________________________________ _____________________________________ _____________________________________ The undersigned, ____________________, certifies that he or she is the du_____________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ____________________________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ________________r Printed Name of Shareholder ______________________________________ ______________________________________ ______________________________________ ______________________________________ ____________and record this certificate as required. The officers of this corporation are authorized to perform all necessary acts to carry out this resolution. Shareholder Resolution 1 Signature of Shareholdeed this resolution and consent to this amendment. The secretary of this corporation is authorized to prepare and execute an official Certificate of Amendment to the Articles of Incorporation and file . Therefore, it is RESOLVED, that the Articles of Incorporation of this corporation be amended as follows: Shareholders holding a majority of outstanding shares of stock in this corporation have signholders was present, in person or by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, that the Articles of Incorporation of this corporation be amendedng of the shareholders of this corporation was duly called and held on _________, 20 ___, at _____ o'clock ___ . m., at the offices of the corporation located at _______________. A quorum of the shareCorporation _____________________________________ Printed Name of Secretary of Corporation Resolution and Consent of Shareholders of ________ Approving Amendment to Articles of Incorporation A meeti_________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________ , 20 ___ Corporate Seal _____________________________________ Signature of Secretary of the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporation on ___reby authorized to perform all necessary acts to carry out this resolution. The undersigned, ____________________ , certifies that he or she is the duly elected Secretary of this corporation and thate of obtaining shareholder approval of this amendment. The Secretary is directed to give appropriate notice to all shareholders entitled to attend this meeting. The officers of this corporation are heat a special meeting of the shareholders of this corporation be held on ____________, 20 ___, at _____ o'clock ___ . m. at the offices of the corporation located at ____________________ for the purposat it is advisable to amend the Articles of Incorporation. Therefore, it is RESOLVED, that Articles of Incorporation of this corporation be amended in the following manner: It is further RESOLVED, th 20 ___, at _____ o'clock ___ . m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meeting it was decided, by majority vote, th Resolution of Board of Directors of _________________ Adopting Amendment to Articles of Incorporation A meeting of the board of directors of this corporation was duly called and held on ____________,y of the corporation files the certificate with the state corporation department and pays the proper fees The secretary of the corporation files a copy of the certificate in the corporate record book olution is included in this packet) The secretary of the corporation prepares a Certificate of Amendment of the Articles of Incorporation (a sample certificate is included in this packet) The secretarolution is included in this packet) Proper notice (or waivers) of the meeting is provided to all shareholders At the shareholders meeting, a resolution is adopted approving the amendment (a sample resProper notice (or waivers) of the meeting is provided to all directors At the board meeting, a resolution is adopted proposing an amendment and calling for a special shareholders meeting (a sample resn. Amendment to Articles of Incorporation Checklist ? ? ? ? ? ? ? ? A special meeting of the board of directors is called for the purpose of proposing an amendment to the Articles of Incorporation tate-supplied form for Amendments to Articles of Incorporation available for download off the web. Please check your Secretary of State's website for form downloads and other state-specific informatios then approve the amendment to the articles. Finally, a Certificate of Amendment is prepared. The final step is the filing of the Certificate with the state. Note that in your state, there may be a s The process outlined in this packet requires that the directors approve a resolution adopting the amendment and calling for a meeting of the shareholders. At the shareholders meeting, the shareholder to Articles of Incorporation Packet Under most state corporation laws, the Articles of Incorporation are amended by a process that includes both the directors of the corporation and its shareholders.ict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions Amendmentsuding, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strts, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (inclrranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agence. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied waof State's website for details regarding filing requirements and fees. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advirporation NOTE: Filing any amendments to the Articles of Incorporation with the state may require that a state fee be paid. In some states, this fee can be substantial. Please consult your Secretary ctors Adopting Amendment to Articles of Incorporation Sample Resolution and Consent of Shareholders Approving Amendment to Articles of Incorporation Sample Certificate of Amendment of Articles of Inco Included in this packet are the following: · · · · · Instructions for Amendment to Articles of Incorporation Packet Amendment to Articles of Incorporation Checklist Sample Resolution of Board of Direion file a Certificate of Amendment or some similar form with the state. This procedure ensures that the public record of the corporation's existence reflects the actual management of the corporation.eserved only for situations that require a substantial change in the manner in which the corporation conducts its business. Generally, amendments to Articles of Incorporation require that the corporatration's Articles of Incorporation. Amendments to the Articles of Incorporation may sometimes be required by changing business circumstances. However, in general, amendments should be infrequent and rInformation Amendment to Articles of Incorporation Packet Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for amending your corpo