bylaw-amendment-resolution

name	bylaw-amendment-resolution
title	Bylaw Amendment Resolution
description	Drafts a formal Bylaw Amendment Resolution for U.S. corporations, LLCs, or non-profits. Invoke when a board, shareholders, or members approve bylaw changes and need an auditable WHEREAS/RESOLVED record with amendment text, vote tallies, effective date, and secretary certification for minute books, bank submissions, or state filings.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/bylaw-amendment-resolution
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	corporate
language	en
tags	["agreement","drafting"]

Bylaw Amendment Resolution

Produces a governance-compliant resolution recording bylaw amendments with exact text, voting record, and certification suitable for minute books, financial institutions, state filings, and litigation.

Prerequisites

Collect before drafting:

1. Entity info — legal name (per formation docs), jurisdiction, entity type (corp/LLC/non-profit)
2. Current bylaws — adoption or last-amendment date, article/section numbers being amended
3. Amendment text — verbatim existing language and proposed replacement
4. Approval authority — acting body (board/shareholders/members), quorum and vote thresholds per bylaws or statute
5. Meeting or consent details — date, location, or unanimous written consent with all signatories
6. Effective date — immediate, date-certain, contingent, or upon state filing

Quick Start

1. Gather prerequisites above
2. Draft header with entity name, acting body, resolution number, adoption date
3. Build WHEREAS recitals establishing authority and rationale
4. Draft RESOLVED clauses with verbatim amended text
5. Record voting tally or consent confirmation
6. Set effective date and any transitional provisions
7. Add secretary certification block

Document Structure

Header

RESOLUTION OF THE [BOARD OF DIRECTORS / SHAREHOLDERS / MEMBERS]
TO AMEND THE BYLAWS OF [FULL LEGAL ENTITY NAME]
[Resolution No. ___]
Date of Adoption: [Date]

WHEREAS Recitals

1. Bylaws originally adopted [date], last amended [date]
2. Provision requiring amendment (Art. ___, § ___) with current text
3. Business purpose/rationale
4. Statutory/documentary authority for amendment
5. Governing body properly convened; notice given; quorum present
6. (if applicable) Special voting requirements met (supermajority, class vote)

Close final recital with "; and" to transition to operative language.

RESOLVED Clauses

NOW, THEREFORE, BE IT RESOLVED, that Article ___, Section ___ of the
Bylaws of [Entity Name] is hereby amended to read in its entirety as follows:

[ARTICLE/SECTION NUMBER AND TITLE]
[Full text of amended provision]

RESOLVED FURTHER, that all provisions not expressly amended hereby
remain in full force and effect.

RESOLVED FURTHER, that officers are authorized to make technical,
non-substantive corrections to formatting, cross-references, and
section numbering as necessary.