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NOTE: Once the Shareholders have approved the proposed resolution to amend the Articles of

Incorporation, the Directors adopt the resolution.

DIRECTORS RESOLUTION ADOPTING AMENDMENT TO


ARTICLES OF INCORPORATION OF

__________________<Company Name>____________________

WHEREAS, the Shareholders of this Corporation have given authorization and written consent to
the Board of Directors of this Corporation to amend <Clause Number> of the Articles of
Incorporation.

It is hereby:

RESOLVED, that <Clause Number> of the Articles of Incorporation be amended in the following
manner:

<Enter Amendment Details Here>

FURTHER RESOLVED, that the Officers of this Corporation are hereby directed to file articles
of amendment with the appropriate State agency for the aforementioned amendment.

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