Corporate BOD Amendment Template

CORPORATE BOARD OF DIRECTORS AMENDMENT

This Board of Directors Amendment (the Amendment) is made as of by and between Corporation Name: organized under the laws of (the "Corporation"), and Board Representative: acting on behalf of the Board of Directors (the "Board"). The Corporation and the Board are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Corporation's bylaws and certain board governance provisions (the Bylaws) govern the composition, powers and procedures of the Board; and

WHEREAS, the Board has determined that amendment of one or more provisions of the Bylaws is necessary or advisable to reflect changes in corporate governance, director composition, or applicable law; and

WHEREAS, the Board adopted a resolution authorizing the amendments set forth herein in accordance with the procedures required by the Bylaws and applicable corporate law.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. AMENDMENT TO BYLAWS

1.1 Amendment Identification. The following Article(s) and Section(s) of the Bylaws are hereby amended as set forth below:

1.2 Effect of Amendment. To the extent of any conflict between the prior Bylaws and the amendment set forth in Section 1.1, the amendment shall control. All remaining provisions of the Bylaws not expressly amended by this Amendment shall remain in full force and effect.

2. AMENDMENT TO BOARD COMPOSITION

2.1 Board Size. The number of directors constituting the entire Board is amended to be directors, effective as provided in Section 2.3.

2.2 Appointment or Removal. The appointment, election or removal of directors pursuant to this Amendment shall be carried out in accordance with the Bylaws and applicable law. New director names, if any, are set forth in the schedule attached hereto or described below.

2.3 Effective Date of Board Changes. The changes to Board composition contemplated by this Amendment shall become effective on or upon the later occurrence of actions required by the Bylaws, such as acceptance by a director or filing requirements.

3. AUTHORITY AND APPROVAL

3.1 Authority. The Board affirms that it has the authority under the Corporation's Articles of Incorporation, Bylaws and applicable law to adopt this Amendment. The Parties represent that all corporate approvals required for the adoption of this Amendment have been obtained.

3.2 Quorum and Vote. The Board certifies that a quorum was present and that the Amendment was approved by the affirmative vote required by the Bylaws. Check all that apply:

Resolution approved by a majority of directors present
Resolution approved unanimously by all voting directors
Amendment ratified by shareholders in accordance with Articles/Bylaws

4. DUTIES, POWERS AND ADMINISTRATION

4.1 Powers. The powers of the Board, committees and officers described in the Bylaws remain subject to the limitations imposed by this Amendment. Any exercise of authority inconsistent with the Bylaws as amended is voidable to the extent permitted by law.

4.2 Implementation. The officers of the Corporation are authorized and instructed to take all actions, execute and deliver all documents, and make all filings necessary to affect the amendments described herein, including updates to corporate records and minutes.

5. RATIFICATION OF PRIOR ACTIONS

All prior actions taken by the Board, committees or officers in furtherance of the matters addressed by this Amendment are hereby ratified, confirmed and approved in all respects, to the fullest extent permitted by law.

6. NOTICES

Any notice required or permitted under this Amendment shall be given in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

7. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

7.1 Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the state of without regard to conflict of law principles.

7.2 Entire Agreement. This Amendment, together with the Bylaws as amended thereby and any exhibits or schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any prior agreements or understandings relating to such subject matter.

7.3 Severability. If any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the validity, legality and enforceability of the remaining provisions shall not be affected.

8. AMENDMENTS; WAIVER; COUNTERPARTS

8.1 Amendments. Any amendment to this Amendment must be in writing and signed by authorized representatives of both Parties.

8.2 Waiver. No waiver of any provision of this Amendment shall be effective unless in writing and signed by the Party against whom enforcement is sought.

8.3 Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding and effective to the same extent as an original.

9. CERTIFICATION

The undersigned hereby certifies that the foregoing Amendment was duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws and applicable law, that the persons signing below are authorized to execute this Amendment, and that the actions taken pursuant to this Amendment are binding upon the Corporation.

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