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Shareholders' Resolution Directors Authority To Amend By Laws
SHAREHOLDERS' RESOLUTION - DIRECTORS' AUTHORITY TO AMEND BY LAWS
RESOLVED, that the shareholders of [Name of Corporation], hereinafter referred to as "Corporation", hereby grant the authority to amend, alter, add to, repeal, rescind or change in any other way any and all of the Bylaws of this Corporation to the Board of Directors of said Corporation. Such authority shall encompass all alterations that the Board of Directors shall deem fit and proper, and such authority shall not require either action or consent by or from the shareholders of said Corporation.
And it is FURTHER RESOLVED, that the shareholders fully retain the right to revoke the authority granted above to the Board of Directors of said Corporation. Such revocation shall be made according to the resolution of a majority of the holders of the Corporation's stock entitled to vote at a duly convened meeting of shareholders. Unless and until such a revocation of authority is taken by the shareholders, the shareholders shall not exercise their power, under Article of the Bylaws to amend, alter, add to, repeal, rescind or change in any way the Bylaws of the Corporation.
The undersigned, [Secretary of Corporation], certifies that he or she is the duly appointed Secretary of Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on [Date of resolution], and that such resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of [Name of Corporation] Corporation and have attached the seal of [Name of Corporation] Corporation to this resolution.
Dated: [Date signed]
Secretary