Amendment to Bylaws

AMENDMENT NO. [NUMBER] TO THE BYLAWS

CORPORATION AND RECORD INFORMATION

AUTHORITY AND APPROVAL REVIEW

Complete this section from current law and the corporation's complete records before using the amendment.

Authorized adopting body or bodies:

☐ Board of Directors

☐ Shareholders

☐ Board of Directors and shareholders

☐ Other: [________________________________]

Authority for the selected approval path: [Identify the exact statute, governing-document provision, and any controlling agreement.]

[____________________________________________________________]

RECITALS

A. [CORPORATION NAME], a corporation organized under the laws of [JURISDICTION] (the "Corporation"), maintains bylaws dated [DATE], as previously amended or restated (the "Bylaws").

B. The [ADOPTING BODY OR BODIES] reviewed the proposed amendment described below.

C. The records identified in the Authority and Approval Review establish the approval path used for this amendment.

AMENDMENT

Select and complete each method that applies. Attach additional amendment pages if necessary.

1. Replacement of Existing Text

Article [NUMBER], Section [NUMBER], titled [TITLE], is deleted in its entirety and replaced with:

Section [NUMBER]. [TITLE]

[INSERT COMPLETE REPLACEMENT TEXT]

2. Addition of New Text

The following text is added [as Article/Section NUMBER / before / after the identified text]:

[HEADING]

[INSERT COMPLETE NEW TEXT]

3. Deletion of Existing Text

The following provision is deleted in its entirety:

4. Limited Textual Revision

In Article [NUMBER], Section [NUMBER]:

☐ Delete the words: [________________________________]

☐ Replace the words [________________________________] with [________________________________]

☐ Insert [________________________________] immediately [before / after] [________________________________]

5. Conforming Changes

The following cross-references, numbering, definitions, or headings are also revised:

[____________________________________________________________]

SUBJECT-MATTER REVIEW

Complete the applicable rows before adopting substantive provisions.

ADOPTION RECORD

Approval Event 1

Approval Event 2, If Required

EFFECT OF AMENDMENT

1. This amendment changes only the provisions expressly identified above and any completed conforming changes.

2. If this amendment conflicts with an unamended bylaw provision, record the conflict and obtain a coordinated revision before relying on either provision:

[____________________________________________________________]

3. Nothing in this form overrides governing law, the articles or certificate of incorporation, a superior governing document, or a binding approval right.

4. The remaining Bylaws continue as previously adopted, subject to the hierarchy and validity review recorded above.

5. This amendment becomes effective on [DATE AND TIME / OCCURRENCE OF SPECIFIED EVENT], but only after all required approvals, filings, notices, and conditions have been completed.

CERTIFICATION OF CORPORATE RECORD

I, [NAME], the [OFFICE OR AUTHORIZED CAPACITY] of the Corporation, certify from the records identified below that:

1. The attached text is a true copy of Amendment No. [NUMBER] presented for approval.

2. The approval events and voting results stated in this form match the Corporation's records.

3. The amendment was entered in the Corporation's records on [DATE].

Records examined: [minutes, consents, notices, waivers, vote tabulation, governing documents, or other records]

[____________________________________________________________]

Signature: _________________________________________

Name: [________________________________]

Title or capacity: [________________________________]

Date: [__/__/____]

RECORDS CHECKLIST

☐ Final signed amendment

☐ Board and shareholder resolutions or consents used for approval

☐ Meeting notices, waivers, attendance, and vote records

☐ Current articles or certificate and all amendments

☐ Current bylaws and all prior amendments or restatements

☐ Relevant shareholder, voting, financing, or investor-rights agreements

☐ Required class, series, member, regulator, exchange, lender, or third-party approvals

☐ Required filings and evidence of acceptance

☐ Updated cross-references, governance calendar, and compliance records

☐ Clean integrated copy or restatement prepared for the corporate record book

OPTIONAL RESOLUTION TEXT

Use only after the Authority and Approval Review confirms that the identified body may take the action through the selected procedure.

RESOLVED, that Amendment No. [NUMBER] to the Bylaws, in the form attached to this resolution, is approved effective [DATE AND TIME OR CONDITION]; and

FURTHER RESOLVED, that [IDENTIFIED OFFICERS OR AGENTS] are authorized, within the scope stated here, to complete the records, notices, and filings specifically required to implement the approved amendment: [DESCRIBE SCOPE].

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