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Amendments. Bylaws of this corporation may be adopted,

amended or repealed by the...
Amendments. Bylaws of this corporation may be adopted, amended or repealed by the vote or written consent of either (i) the board of directors or (ii) the shareholders entitled to exercise a majority of the voting power of the corporation; provided, however:. . . (b) After the issuance of any shares in this corporation, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number, or changing from a fixed to a variable board or vice versa may not be adopted by the board of directors.”Does this mean that it may not be adopted or the change is prohibited? The board wants to increase the number of directors (by one) and will ask shareholders for approval through written consent. It is certain that the shareholders will approve unanimously.
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5/9/2017
J. Warren
J. Warren, Attorney
Category: Business Law
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"(b) After the issuance of any shares in this corporation, a bylaw specifying or changing a fixed number of directors, or the maximum or minimum number, or changing from a fixed to a variable board or vice versa may not be adopted by the board of directors."

Only the Shareholders of the corporation may vote to increase the number of Board of Directors. Any resolution by consent must be from the Shareholders approving the adoption of the amendment to the bylaws. A Board may request this amendment and the Shareholders may resolve to amend the bylaws by unanimous written consent.

See https://www.allbusiness.com/asset/2015/02/3.3-Action-by-Written-Consent-of-Shareholders.pdf

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J. Warren
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Category: Business Law
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Experience: Experience in general business transaction and formation matters.
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DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

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