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BOARD RESOLUTION OF [YOUR COMPANY NAME]
APPROVING AMENDMENT TO GENERAL BY-LAWS



The following resolution signed by (the sole/all the) shareholder(s) [SPECIFY] (the Corporation), under the provisions of Section [NUMBER] of the [COUNTRY] Business Corporations [ACT/LAW/RULE], whereby a resolution in writing signed by all the shareholders entitled to vote thereon shall be as valid as if it had been adopted at a meeting, is hereby adopted and the present resolution shall be deemed to have been adopted as of [SPECIFY].


AMENDMENT TO GENERAL BY-LAWS: (DE/IN)CREASE IN BOARD OF DIRECTORS

WHEREAS the Articles of Incorporation of the Corporation provide for a minimum of [SPECIFY] [NUMBER] and a maximum of [NUMBER] directors;

WHEREAS Article [NUMBER] of the General By-laws of the Corporation fixes the number of directors at [SPECIFY]; and

WHEREAS it is desirable and in the best interests of the Corporation to amend Article [NUMBER] of the General By-laws so as to (de/in)crease the number of directors;

RESOLVED AS A SPECIAL RESOLUTION:

1. THAT Article [NUMBER] of the General By-laws of the Corporation be, and it is, hereby amended such that the number of the directors be (de/in)creased from [NUMBER] to [NUMBER].

2. THAT it be, and it is, hereby confirmed that the Board of Directors of the Corporation shall hereafter be composed of [NUMBER] directors; and

3. THAT [NUMBER] be, and [NUMBER] is/are, hereby appointed director(s) of the Corporation to fill the vacanc(y/ies) occasioned by the increase in the Board;

OR

4. THAT the resignation(s) of [SPECIFY] take effect this day be and [SPECIFY] hereby accepted;

5. THAT the Secretary or any director be and he/she is hereby authorized and directed to do all things necessary or desirable to give effect to this resolution, and in particular to forward to the Director, Consumer and Corporate Affairs, the Notice of Change of Directors, Form [NUMBER], required by Section [NUMBER] of the [COUNTRY] Business Corporations [ACT/LAW/RULE], a duly filed copy of which is to be inserted following this resolution in the Minute Book of the Corporation.


[SPECIFY OTHER]










PROXY

The undersigned, [SPECIFY], being a shareholder of [SPECIFY] (the Corporation) hereby appoints [SPECIFY] the true and lawful attorney and proxy of the undersigned with full power of substitution for and in the name and on behalf of the undersigned to vote in respect of all shares in the share capital of the Corporation registered in the name of the undersigned and sign a special resolution of shareholders of the Corporation dated as of [DATE], with all powers which the undersigned could exercise if personally present and acting, which written resolution signed by all the shareholders entitled to vote thereon shall be as valid as if it had been adopted at a meeting, with respect to an amendment to the General By-laws of the Corporation for the purpose of increasing/decreasing the number of directors.


Dated:  [DATE]


          
[SHAREHOLDER NAME]
  

          
[SHAREHOLDER NAME]



RESIGNATION

TO: [SPECIFY]

and the Directors thereof

I hereby tender my resignation as a director of [SPECIFY] such resignation to take effect upon acceptance thereof by your Board.



Dated:  [DATE]



          
[DIRECTOR NAME]
  



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