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solution and Consent of Shareholders Approving Amendment of Bylaws 2 now in full force and effect. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Ren that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is______________________ The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolutio________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _______________ ______________________________________ ______________________________________ ______________________________________ _____________________________________ _____________________________________ _____lder ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________n are authorized to perform all necessary acts to carry out this resolution. Resolution and Consent of Shareholders Approving Amendment of Bylaws 1 Signature of Shareholder Printed Name of Sharehos corporation as follows: Shareholders holding a majority of outstanding shares of stock in this corporation have signed this resolution and consent to this amendment. The officers of this corporatio directors held on ____________, 20 ___ , be approved. Therefore, it is RESOLVED, that the shareholders approve the amendment to the bylaws of the corporation adopted by the board of directors of thir by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, that the amendment to the bylaws of the corporation that was adopted at a meeting of the board oftion was duly called and held on ______________, 20 ___ , at _____ o'clock ___ . m., at the offices of the corporation located at _______________. A quorum of the shareholders was present, in person oon ____________________ Printed Name of Secretary of Corporation Resolution and Consent of Shareholders of _______________ Approving Amendment of Bylaws A meeting of the shareholders of this corporan on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________ , 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporatiand that 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 corporatioon are hereby 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 r the purpose of obtaining shareholder approval of this action. The secretary is directed to give appropriate notice to all shareholders entitled to attend this meeting. The officers of this corporatier RESOLVED, that 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 _______________, fo decided, by majority vote, that it is advisable to amend the bylaws of the corporation. Therefore, it is RESOLVED, that the bylaws of this corporation be amended in the following manner: It is furth held on _______________, 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 wasorporate record books Resolution of Board of Directors of _________________ Amending Bylaws and Calling for Special Meeting A meeting of the board of directors of this corporation was duly called andesolution is adopted approving the amendment (a sample resolution is included in this packet) The secretary of the corporation attaches the amendment to the original bylaws of the corporation in the cd calling for a special shareholders meeting (a sample resolution is included in this packet) Proper notice (or waivers) of the meeting is provided to all shareholders At the shareholders meeting, a rlled for the purpose of proposing an amendment to the Bylaws Proper notice (or waivers) of the meeting is provided to all directors At the board meeting, a resolution is adopted amending the Bylaws ane) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Amendment to Bylaws Checklist A special meeting of the board of directors is cads or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwisrs or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goo 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 agents, partners, or affiliates, or ii) the providers, authoo the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness in your case. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject tt of corporate bylaws, there may be specific guidelines or restrictions in your state. Please consult your Secretary of State's website to determine whether any of these restrictions may be applicableending Bylaws and Calling for Special Meeting Sample Resolution and Consent of Shareholders Approving Amendment of Bylaws NOTE: While there are generally few state-specific requirements for the conten bylaws, subject to approval by the shareholders, without notification of the state. Included in this packet are the following: Amendment to Bylaws Checklist Sample Resolution of Board of Directors Amire a substantial change in the manner in which the corporation conducts its business. The procedure used in this packet for amendments to the bylaws provides that the board of directors may amend theBylaws. Amendments to the corporate Bylaws may sometimes be required by changing business circumstances. However, in general, amendments should be infrequent and reserved only for situations that requInformation Amendment to Corporate Bylaws Packet Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for amending your corporation's