Amendments by Directors Clause Samples
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Amendments by Directors. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind these bylaws; provided that, prior to the occurrence of an Acquirer Group Termination, the board of directors may not repeal, alter, amend or rescind Sections 2.04(a), 3.02, 3.03, 3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.14(b) and 3.15, Article VI and this Article VIII.
Amendments by Directors. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted, by action of a majority of directors then in office.
Amendments by Directors. Subject to the rights of the shareholders as provided in Section 9.1 of these bylaws, bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors (except to fix the authorized number of directors pursuant to a bylaw providing for a variable number of directors), may be adopted, amended or repealed by the board of directors. CERTIFICATE OF ADOPTION AND AMENDMENT OF BYLAWS OF THE LIGHTSPAN PARTNERSHIP, INC. Certificate by Secretary of Adoption by Incorporator and Amendment The undersigned hereby certifies that (i) she is the duly elected, qualified and acting Secretary of The Lightspan Partnership, Inc. (the "Company"); (ii) the foregoing Bylaws, comprising twenty (20) pages, were adopted as the Bylaws of the Company on September 24, 1993 by the person appointed in the Articles of Incorporation to act as the Incorporator of the Company; (iii) the Board of Directors of the Company by unanimous written consent effective November 18, 1993 approved the amendment of Section 3.2 of such duly adopted Bylaws; (iv) the Board of Directors and the shareholders of the Company by written consent effective January 30, 1995 approved the further amendment of Section 3.2 of such duly adopted Bylaws; (v) the Board of Directors of the Company by written consent effective September 13, 1996 approved the amendment of Section 3.2 of such duly adopted Bylaws; (vi) the Board of Directors of the Company, effective as of June 24, 1997, approved the further amendment of Section 3.2 of such duly adopted Bylaws; and (vii) the Board of Directors of the Company on October 28, 1999 approved the further amendment of Section 3.2 of such duly adopted Bylaws in their current form.
Amendments by Directors. Subject to Section 10.02, these Bylaws may be amended by a vote of the majority of the whole Board of Directors at any meeting, provided that notice of such proposed amendment shall have been included in the notice of such meeting given to the directors. The Board of Directors shall not adopt, amend or repeal any Bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board, or fixing the number of directors or their qualifications, classifications or terms of office, but may amend the Bylaws to increase the number of directors.