How to Amend the Bylaws/Operating Agreement?

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Clients often ask how to amend the Bylaws (Operating Agreement). 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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