Amending Bylaws
Just as with amendments of the articles of incorporation, amendments of the bylaws require approval of the shareholders and the board of directors. Thus, Form 1120 can be used by the board to send a draft of the amendment to the shareholders, along with the notice of the shareholders' meeting.~

Form 1120:     BOARD OF DIRECTORS' RESOLUTION ADVISING AMENDMENT OF BYLAWS~
BOARD OF DIRECTORS' RESOLUTION ADVISING AMENDMENT OF BYLAWS

Upon a duly made and seconded motion, the resolution that follows below was duly adopted by the directors: RESOLVED, that Section > of the Bylaws of the Corporation be changed to read as follows:





And it is 
FURTHER RESOLVED, that the President of the > Corporation is hereby directed to convene a special meeting of the shareholders of the > Corporation on > , 19> , at >.m. to consider and take action on the above proposed amendment of the Bylaws of the > Corporation. 
The undersigned, > , certifies that I am the duly appointed Secretary of > Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the directors thereof, convened and held in accordance with law and the Bylaws of said Corporation on >, 19> , and that such resolution is now in full force and effect. 
IN WITNESS THEREOF, I have affixed my name as Secretary of > Corporation and have attached the seal of > Corporation to this resolution.

Secretary 
Dated: > , 19> .
(SEAL)