Board Resolution: Amendment of Bylaws
(MI Corporation)

Summary

This template Board Resolution: Amendment of Bylaws (MI Corporation) can be used to document action taken by the board of directors of a corporation organized under the laws of the state of Michigan to amend bylaws that were adopted previously. This template includes practical guidance and a drafting note. Mich. Comp. Laws Serv. § 450.1231 sets forth that the shareholders or the board of directors may add, amend, or repeal the bylaws unless the articles of incorporation or bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the bylaws or any particular bylaw shall not be altered or repealed by the board. Counsel should review the books and records of the corporation, including the existing bylaws, to ensure that the directors are authorized to amend the bylaws and that the power to amend has not been reserved to the shareholders. For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For further discussion about the amendment of organizational documents for Michigan corporations, see Entity Maintenance and Amendments (MI Corporation).