The "Amendment of Bylaws" clause outlines the procedures and requirements for making changes to the bylaws of an organization or entity. It typically specifies who has the authority to propose and approve amendments, as well as any voting thresholds or notice periods that must be met to implement such changes.
ARTICLE XIV. AMENDMENT OF BYLAWS. Amendment of Bylaws. The amended Bylaws permit the stockholders of the Company to amend the Company’s Bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter. A stockholder proposal submitted under Article XIV of the amended Bylaws may alter or repeal any provision of the Bylaws and to adopt new Bylaw provisions to the extent permitted by and consistent with the Company's Charter, the Bylaws (including, without limitation, Section 3(b) and Section 11 thereof) and applicable law.
Section 7 of Article II (Meetings of Stockholders) and Article XIV (Amendment of Bylaws) to provide stockholders with the ability to propose and approve (such approval to be contingent upon the affirmative vote of a majority of all votes entitled to be cast on the matter) the alteration or repeal of any provision of the bylaws of the Company or to make new bylaws; provided, however, that stockholders shall not have the power to alter or repeal (x) Article XI (Indemnification and Advance of Expenses) or (y) Article XIV (Amendment of Bylaws) without the approval of the Board. Prior to the adoption of the Amended and Restated Bylaws, the Board had the exclusive power to adopt, alter or repeal any provision of the bylaws and to make new bylaws.
Amendment of Bylaws The Bylaws may generally be altered, amended or repealed, and new bylaws may be adopted, with (i) the affirmative vote of a majority of directors present at any regular or special meeting of the board of directors called for that purpose, or without a meeting if all members of the board of directors consent to the taking of the action, or (ii) the affirmative vote of holders of 66⅔% of the voting power of our outstanding shares of voting stock, voting together as a single class.
2.8. Amendment of Bylaws Each of the executions of the Capital Increase carried out in accordance with the provisions of section 2.7 above will require amending article 5 of the Corporate Bylaws regulating BBVA’s share capital. The final amount of the Bank’s share capital established pursuant to each amendment will depend on the number of acceptances received in the Offer, or on whether the conditions to enforce the compulsory sale rights established in articles 116 of the Securities Market Act and 47 of Royal Decree 1066/2007 are met. For this reason, the delegation of powers included in the resolution proposal submitted to the BBVA General Shareholders’ Meeting expressly establishes the adaptation of the wording of article 5 of the Bylaws on every occasion in which the Capital Increase is executed.
ARTICLE XIV AMENDMENT OF BYLAWS These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the Board of Trustees or by a vote of a majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present; provided, however, that Article II, Sections 2, 10, 12 of Article III and this Article XIV of these Bylaws shall not be amended without the consent of shareholders.
Section 4.Amendment of Bylaws. Subject to the provisions of the Charter of the Corporation, these Bylaws may be altered, amended, or repealed or new bylaws may be adopted by the majority vote of the entire Board of Directors at any regular or special meeting of the Board of Directors. Subject to the provisions of the Charter of the Corporation and notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote of the shareholders, these Bylaws may be altered, amended, or repealed or new bylaws may be adopted by the affirmative vote of the holders of at least a majority 80% of the voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
“ARTICLE XIII AMENDMENT OF BYLAWS Except as provided otherwise in Section 3 of Article XIV, the Board of Directors shall have the power to alter or repeal any provision of these Bylaws and to adopt new Bylaws; provided, however, that the stockholders shall have the power, at any annual or special meeting of the stockholders, subject to the requirements of Section 3 of Article II and Section 11 of Article II, as applicable, to alter or repeal any provision of these Bylaws and to adopt new Bylaws if any such alteration, repeal or adoption is approved by the affirmative vote of a majority of all votes entitled to be cast on the matter and is otherwise permitted by applicable law; provided further that the stockholders shall not have the power to alter or repeal this Article XIII or adopt any provision of these Bylaws inconsistent with this Article XIII without the approval of the Board of Directors.” 2. Except as set forth herein, the Bylaws shall remain in full force and effect.
“Section 7.6. Amendment of Bylaws. Subject to any additional votes set forth in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors; provided, however, that these Bylaws may not be altered, amended or repealed by the stockholders without the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.” Except as modified by the above, the Amended and Restated Bylaws of the Corporation remain in full force and effect. The above amendment has been duly and validly approved by the Board of Directors of the Corporation.
“9.7 Amendment of Bylaws. These Bylaws may be altered, amended or repealed, and new bylaws made, only by the affirmative vote of (a) a majority of the Board of Directors or (b) Stockholders representing greater than 50% of the votes eligible to be cast in an election of directors of the Corporation. “
ARTICLE XIV AMENDMENT OF BYLAWS Section 1. By Directors. The Board of Directors shall have the power to adopt, alter, amend, or repeal any provision of these Bylaws and to make new Bylaws. Section 2. By Stockholders. Pursuant to a binding proposal submitted for approval by the stockholders at a duly called annual meeting or special meeting of stockholders by a stockholder (or group of stockholders) that (a) provides to the secretary of the Corporation a timely notice of such proposal that satisfies the applicable notice procedures and all other relevant provisions of Section 3 and Section 12 of Article II of the Bylaws of the Corporation (or any successor provisions thereof), and applicable law, and (b) satisfies the ownership and other eligibility requirements of Rule 14a-8 under the U.S. Exchange Act of 1934, as amended, for the periods and as of the dates specified therein, the stockholders shall have the power to make, repeal, alter, amend and rescind the Bylaws if approved by the affirmative vote of a majority of all votes entitled to be cast on the matter. 2. Except as set forth herein, the Bylaws shall remain in full force and effect.
An Amendment of Bylaws refers to the process of making changes or revisions to the bylaws of an organization, such as a corporation, nonprofit, or association. Bylaws are the rules governing the internal management of the organization, outlining the structure, roles, and responsibilities of its members and officers. Amendments may be required to update or improve governance procedures, adjust to legal changes, or reflect the evolving needs and objectives of the organization.
You should consider amending bylaws in several scenarios:
Writing an Amendment of Bylaws typically involves these steps:
Drafting the Amendment: Clearly identify and draft the specific changes proposed for the bylaws. Ensure clarity and precision in wording to avoid ambiguities.
Example: “Article IV, Section 2 is hereby amended to increase the number of directors from five to seven.”
Review and Approval: Present the drafted amendment to the organization’s board or membership for review. Follow the procedures outlined in the current bylaws for considering amendments.
Voting: Conduct a vote as specified in the bylaws (e.g., a two-thirds majority vote) to approve the proposed amendments.
Documentation: Record the approved amendments in the official documents of the organization, ensuring all members have access to the updated bylaws.
Communication: Communicate the changes to all relevant parties, including members, stakeholders, and any regulatory bodies if required.
Amendment of Bylaws provisions are typically found in contracts and documents that relate to the governance and operations of an organization, such as:
Each of these documents may have specific sections dedicated to outlining the process for amending the bylaws they govern.
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An amendment to a promissory note refers to a formal modification or alteration to the original terms of the promissory note, often addressing changes in payment schedules, interest rates, or other relevant conditions. This amendment requires the mutual agreement of all parties involved and is documented to ensure clarity and enforceability.
An amendment clause outlines the procedures and requirements for making changes or modifications to an existing contract. It specifies how amendments can be proposed, agreed upon, and documented by the parties involved to ensure that all modifications are legally binding and enforceable.
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