§ 4-26-301 - Amendments authorized.
4-26-301. Amendments authorized.
(a) A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment, and, if a change in shares or the rights of shareholders or an exchange, reclassification, or cancellation of shares or rights of shareholders is to be made, such provisions as may be necessary to effect the change, exchange, reclassification, or cancellation.
(b) In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation, from time to time, so as to:
(1) Change its corporate name;
(2) Change its period of duration;
(3) Change, enlarge, or diminish its corporate purposes;
(4) Increase or decrease the aggregate number of shares, or shares of any class, which the corporation has authority to issue;
(5) Increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued;
(6) Exchange, classify, reclassify, or cancel all or any part of its shares, whether issued or unissued;
(7) Change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations, and the relative rights in respect to all or any part of its shares, whether issued or unissued;
(8) Change shares having a par value, whether issued or unissued, into the same or a different number of shares without par value; and to change shares without par value, whether issued or unissued, into the same or a different number of shares having a par value;
(9) Change the shares of any class, whether issued or unissued, and whether with or without par value, into a different number of shares of the same class or into the same or a different number of shares, either with or without par value, of other classes;
(10) Create new classes of shares having rights and preferences either prior and superior or subordinate and inferior to the shares of any class then authorized, whether issued or unissued;
(11) Cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared;
(12) Divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designations of the series and the variations in the relative rights and preferences as between the shares of such series;
(13) Authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established;
(14) Authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed;
(15) Revoke, diminish, or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established;
(16) Limit, deny, or grant to shareholders of any class the preemptive right to acquire additional or treasury shares of the corporation, whether then or thereafter authorized;
(17) Restate, in the entirety, its articles of incorporation.