You are on page 1of 2

NOTE: Amendments to the Articles of Incorporation must be approved both by the

Shareholders and Directors.

The typical procedure for adopting amendments is as follows:


1. Board of Directors proposes amendment.
2. Shareholders approve amendment
3. Board of Directors approve amendment.

After the Directors and Shareholders have adopted the amendment, amendment
documentation must be filed with the state. The articles of amendment must comply with State
law and must set forth the text of the amendment. After the Articles of Amendment have been
filed with the state, the amendment process is completed.

DIRECTORS RESOLUTION ADVISING AMENDMENT TO


ARTICLES OF INCORPORATION OF

__________________<Company Name>____________________

By a duly made and seconded motion, a majority of the Directors of the Board of Directors of
<Company Name>, voted to adopt the following resolution:

<Enter Resolution Details Here>

RESOLVED, the Board of Directors finds it to be in the best interest of the Corporation to amend
the Articles of Incorporation to read as follows:

<Enter Amendment Details Here>

FURTHER RESOLVED, that a special meeting of Shareholders will be called to consider and
vote upon the proposed amendment. The special meeting of Shareholders will be on <Date> at
<Location>.

The undersigned, <Secretary’s Name>, certifies that he/she is the duly elected Secretary of this
Corporation and that the above is a true and correct copy of a resolution duly adopted at a
meeting of the Board of Directors that was held in accordance with State law and the Bylaws of
this Corporation on <Date>, such resolution is now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary of this Corporation and have
attached the seal of this Corporation to this resolution.

Dated: ________

______________________
Secretary

___________________________, Director
___________________________, Director

___________________________, Director

___________________________, Director