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BOARD RESOLUTION OF [YOUR COMPANY NAME]
APPROVING AMENDMENTS OF BYLAWS

DULY PASSED ON [DATE]



AMENDMENT OF BYLAWS

WHEREAS, [YOUR COMPANY NAME] is a [TYPE] organization which is accountable through its Board members and staff to the [DETAILS ON LAWS/REGULATIONS];
WHEREAS, [YOUR COMPANY NAME] was created through [STATE/PROVINCE] statute in [MONTH, YEAR] and [YOUR COMPANY NAME] bylaws were written in [MONTH, YEAR];
 
WHEREAS, subsequent [FEDERAL] and/or [STATE/PROVINCE] legislation has since changed the duties and responsibilities of the Board of Directors;
 
WHEREAS, the bylaws have been rewritten to reflect those changes; and
 
WHEREAS, the [YOUR COMPANY NAME] Executive Committee reviewed the proposed changes and approved them; and

WHEREAS, a copy of the amendments of the Bylaws is attached hereto as Exhibit A;
 
RESOLVED, that the Board of Directors accepts the amended bylaws.

RESOLVED FURTHER, that the officers of [YOUR COMPANY NAME] are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary, appropriate or advisable to implement this resolution and amendment and any such prior actions are hereby ratified; and

We, the undersigned, hereby certify that [YOUR COMPANY NAME] is comprised of [NUMBER] members, of whom [NUMBER], constituting a quorum, were present at a meeting duly and regularly called, noticed, convened and held this [DAY] day of [MONTH, YEAR], and that the foregoing Resolution was duly adopted at said meeting by the affirmative vote of [NUMBER] members, and opposed by [NUMBER] members, and that said Resolution has been duly recorded in the Minute Book and is in full force and effect.



          
[DIRECTOR]



          
[DIRECTOR]



          
[DIRECTOR]

EXHIBIT A
AMENDMENTS OF BYLAWS OF [YOUR COMPANY NAME]


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