How to Amend the Bylaws/Operating Agreement?

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Amending the bylaws (operating agreement) of a company or organization typically requires the following steps:

  1. Review the current bylaws (operating agreement) to ensure the proposed changes are permitted.
  2. Draft the proposed changes to the bylaws (operating agreement).
  3. Obtain approval from the appropriate governing body, such as the board of directors or members, in accordance with the bylaws (operating agreement) and applicable laws.
  4. Hold a meeting or vote on the proposed changes, following the procedures outlined in the bylaws (operating agreement) for amending the document.
  5. If the proposed changes are approved, prepare a written document that reflects the changes, updating the bylaws (operating agreement) accordingly.

Clients often ask do all members have to sign the whole updated document? No, there is an easier way.  After the company has voted to update the Bylaws, it can issue the following resolution:


Pursuant to a unanimous consent of the Board of Directors of ABC, Inc. (the “Corporation”), the Bylaws of the Corporation were amended as follows, effective as of such date:

RESOLVED, that Section X of the Corporation’s Bylaws be, and hereby is, amended and restated in its entirety to read as follows:

[Insert the amended text of Section X here]

Certified by:

[Name], Secretary

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