Board Resolution: Amendment to Articles of Incorporation
(OH Corporation)

Summary

This template board resolution may be used by the board of directors of an Ohio corporation to adopt a resolution authorizing an amendment of its articles of incorporation. This template includes practical guidance, drafting notes, and optional clauses. Under Ohio law, a corporation may generally amend its articles of incorporation as desired so long as the amendment contains only such provisions as might lawfully be contained in an original articles of incorporation filed at the time of making such amendment. A non-exhaustive list of items that can be amended is set forth in Ohio Rev. Code Ann. § 1701.69. With certain exceptions, amendment of the articles of incorporation must be approved by the corporation's shareholders. Once the required approvals have been obtained, the corporation must file a certificate for the amendment with the Ohio Secretary of State. 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 additional resources related to the formation and housekeeping of Ohio corporations, see Formation and Qualification (OH Corporation), and Corporation Stock and Stockholders (OH Corporation).