The document titled 'Resolution of the Shareholders and Directors of' serves as a formal declaration for amending and restating the Articles of Incorporation for a corporation. It outlines an essential framework that enables shareholders and directors to agree on necessary updates that reflect the current needs and governance of the corporation. Central to this document is the treatment of outstanding shares as it pertains to ownership structure, which can be crucial for understanding the company's valuation and investor relations. The resolution empowers the Secretary and officers to execute the amendments and requisite filings, facilitating a streamlined process for compliance with legal requirements. For attorneys, this form provides a basis for ensuring that corporate actions align with state laws while protecting shareholder interests. Owners and partners can utilize this form to navigate corporate restructuring efficiently, preserving operational legitimacy. Legal assistants and paralegals will find this tool valuable for preparing documentation and ensuring proper record-keeping. The simple language and clear directive format make it accessible for all users, regardless of their legal expertise.