BOARD RESOLUTION - AMENDMENT OF BYLAWS

[COMPANY NAME], a Delaware Corporation

[// GUIDANCE: Under DGCL Section 109(a), stockholders have the inherent power to adopt, amend, or repeal bylaws. The board may also amend bylaws ONLY if the Certificate of Incorporation expressly confers that power. DGCL Section 109(b) provides that bylaws may contain any provision not inconsistent with law or the Certificate relating to the business, affairs, or governance of the corporation. The 2025 DGCL amendments extended the moratorium on fee-shifting bylaw provisions.]

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Meeting of the Board of Directors
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company is authorized under DGCL Section 109(a) and Article [NUMBER] of the Company's Certificate of Incorporation (the "Certificate") to adopt, amend, or repeal the Bylaws of the Company (the "Bylaws");

[// GUIDANCE: The Certificate MUST expressly grant the board power to amend bylaws. Verify this before proceeding.]

WHEREAS, the Certificate provides that: "[QUOTE RELEVANT PROVISION, e.g., 'The Board of Directors is expressly authorized to adopt, amend, or repeal the Bylaws of the Corporation']";

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Bylaws as set forth herein;

WHEREAS, the proposed amendments are not inconsistent with the Certificate or applicable law, including the DGCL;

WHEREAS, pursuant to DGCL Section 109(b), the Bylaws may contain any provision relating to the business of the corporation, the conduct of its affairs, and the rights or powers of its stockholders, directors, officers, or employees, provided such provisions are not inconsistent with law or the Certificate;

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

III. NATURE OF AMENDMENTS

3.1 Type of Amendment

☐ Addition of new bylaw provision(s)
☐ Modification of existing bylaw provision(s)
☐ Deletion of bylaw provision(s)
☐ Complete restatement of Bylaws

3.2 Subject Matter of Amendments

☐ Board of Directors (size, terms, vacancies, meetings)
☐ Officers (titles, duties, appointment, removal)
☐ Stockholder meetings (notice, quorum, voting)
☐ Stock certificates and transfers
☐ Indemnification
☐ Forum selection clause
☐ Advance notice requirements for stockholder proposals
☐ Special meeting procedures
☐ Committees of the Board
☐ Fiscal year
☐ Corporate seal
☐ Other: [DESCRIBE]

IV. SPECIFIC AMENDMENTS

4.1 Current Bylaw Provision(s)

Article/Section Being Amended: Article [NUMBER], Section [NUMBER]

Current Language:

"[QUOTE CURRENT BYLAW TEXT]"

4.2 Amended Bylaw Provision(s)

Amended Language:

"[INSERT NEW/AMENDED BYLAW TEXT]"

4.3 Redline Comparison

[// GUIDANCE: Attach Exhibit A showing redline comparison of changes]
See Exhibit A for redline comparison of current Bylaws versus amended Bylaws.

4.4 Complete Restated Bylaws (if applicable)

☐ Complete Amended and Restated Bylaws attached as Exhibit B

V. OPERATIVE RESOLUTIONS

5.1 Authorization to Amend

RESOLVED, that pursuant to the authority granted to the Board under DGCL Section 109(a) and Article [NUMBER] of the Certificate, the Board hereby amends the Bylaws of the Company as follows:

[INSERT SPECIFIC AMENDMENT TEXT OR REFERENCE EXHIBIT]

5.2 Adoption of Amendments

RESOLVED FURTHER, that the amendments to the Bylaws set forth above (or in the attached Exhibit) are hereby adopted, effective as of [DATE/IMMEDIATELY];

5.3 Restatement (if applicable)

RESOLVED FURTHER, that the Bylaws of the Company are hereby amended and restated in their entirety in the form attached hereto as Exhibit B, which Amended and Restated Bylaws supersede all prior Bylaws of the Company;

5.4 Consistency Determination

RESOLVED FURTHER, that the Board has determined that the amendments adopted hereby are:
(a) Not inconsistent with the Certificate of Incorporation;
(b) Not inconsistent with the DGCL or other applicable law;
(c) Permissible under DGCL Section 109(b);

5.5 Stockholder Rights Preserved

RESOLVED FURTHER, that the Board acknowledges that notwithstanding the board's power to amend the Bylaws, the stockholders retain the power under DGCL Section 109(a) to adopt, amend, or repeal any Bylaw provision, including any provision adopted by the Board;

5.6 Filing Requirements

[// GUIDANCE: Bylaw amendments generally do not require filing with the Secretary of State. However, certain provisions may trigger disclosure obligations for public companies.]

RESOLVED FURTHER, that the Authorized Officers are directed to:
(a) File the amended Bylaws in the Company's minute book;
(b) Provide copies to all directors;
(c) [For public companies: File Form 8-K with the SEC if required];

5.7 Authorization of Officers

RESOLVED FURTHER, that the Secretary and any other Authorized Officer are hereby authorized to take all actions necessary to implement the foregoing amendments, including updating the Company's records and providing notice as appropriate;

5.8 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.

VI. PROHIBITED BYLAW PROVISIONS

[// GUIDANCE: Certain bylaw provisions are prohibited or restricted under Delaware law. Review the following before adopting amendments.]

The Board acknowledges the following restrictions on Bylaw provisions under Delaware law:

6.1 Fee-Shifting Provisions (DGCL Section 102(f), 109(b))

As amended in 2025, DGCL Sections 102(f) and 109(b) prohibit fee-shifting provisions that would require a stockholder to pay the corporation's attorneys' fees in connection with internal corporate claims or derivative actions.

6.2 Forum Selection Provisions

Forum selection clauses are permissible under DGCL Section 115, which allows the Certificate or Bylaws to require that internal corporate claims be brought in Delaware courts. However:
- Cannot mandate a forum outside Delaware for internal corporate claims
- Federal forum provisions for Securities Act claims are permissible

6.3 Supermajority Requirements

Bylaws may impose supermajority voting requirements, but must be analyzed for consistency with the Certificate and applicable law.

VII. COMPLIANCE CHECKLIST

☐ Certificate of Incorporation authorizes board to amend Bylaws
☐ Amendment is not inconsistent with Certificate
☐ Amendment is not inconsistent with DGCL or other applicable law
☐ Amendment does not include prohibited fee-shifting provisions
☐ Forum selection provision (if included) complies with DGCL Section 115
☐ Advance notice provisions (if amended) are reasonable
☐ Quorum present at board meeting (if not unanimous consent)
☐ Amended Bylaws filed in minute book
☐ Directors notified of amendments
☐ SEC Form 8-K filed (if public company and required)

VIII. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, and specifically DGCL Sections 109 and 115.

IX. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the Board of Directors at a meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Redline Comparison of Bylaw Amendments

[Attach marked-up version showing changes]

Exhibit B - Amended and Restated Bylaws (if complete restatement)

[Attach clean version of restated Bylaws]

LEGAL REFERENCES

• DGCL Section 102 - Contents of Certificate of Incorporation
• DGCL Section 109 - Bylaws
• DGCL Section 115 - Forum Selection Provisions
• DGCL Section 141 - Board of Directors; Powers
• MBCA Section 2.06 - Bylaws
• MBCA Section 10.20 - Amendment by Board of Directors
• MBCA Section 10.21 - Amendment by Shareholders

This template is designed for Delaware corporations but may be adapted for MBCA jurisdictions. Bylaw amendments may have significant corporate governance implications. Consult qualified legal counsel before amending bylaws.