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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amended or repealed by the...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 Bylaws of this corporation may be adopted, amended or repealed by the vote or written consent of either (i) the board of directors or (ii) the shareholders entitled to exercise a majority of the voting power of the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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Category: Business Law
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