Board Resolution: Amendment of Bylaws
(MN Corporation)

Summary

This template Board Resolution: Amendment of Bylaws (MN Corporation) can be used to document action taken by the board of directors of a corporation organized under the laws of the state of Minnesota to amend bylaws that were adopted previously. This template includes practical guidance and a drafting note. Minn. Stat. Ann. § 302A.181(2) sets forth that, unless reserved by the articles of incorporation to the shareholders, the power to adopt, amend, or repeal the bylaws is vested in the board. The power of the board of directors to add, amend, or appeal bylaws is subject to the power of the shareholders (as described in Minn. Stat. Ann. § 302A.181(3)). Additional restrictions (e.g., fixing quorum, filling vacancies on the board, fixing the number of directors, etc.) are also set forth in Minn. Stat. Ann. § 302A.181(2). 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 Minnesota corporations, see Entity Maintenance and Amendments (MN Corporation).