490.1005 - AMENDMENT BY BOARD OF DIRECTORS.

        490.1005  AMENDMENT BY BOARD OF DIRECTORS.         Unless the articles of incorporation provide otherwise, a      corporation's board of directors may adopt amendments to the      corporation's articles of incorporation without shareholder approval      for any of the following purposes:         1.  To extend the duration of the corporation if it was      incorporated at a time when limited duration was required by law.         2.  To delete the names and addresses of the initial directors.         3.  To delete the name and address of the initial registered agent      or registered office, if a statement of change is on file with the      secretary of state.         4.  If the corporation has only one class of shares outstanding:         a.  To change each issued and unissued authorized share of the      class into a greater number of whole shares of that class.         b.  To increase the number of authorized shares of the class      to the extent necessary to permit the issuance of shares as a share      dividend.         5.  To change the corporate name by substituting the word      "corporation", "incorporated", "company", "limited", or the      abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or      abbreviation in the name, or by adding, deleting, or changing a      geographical attribution for the name.         6.  To reflect a reduction in authorized shares, as a result of      the operation of section 490.631, subsection 2, when the corporation      has acquired its own shares and the articles of incorporation      prohibit the reissue of the acquired shares.         7.  To delete a class of shares from the articles of      incorporation, as a result of the operation of section 490.631,      subsection 2, when there are no remaining shares of the class because      the corporation has acquired all shares of the class and the articles      of incorporation prohibit the reissue of the acquired shares.         8.  To make any change expressly permitted by section 490.602,      subsection 1 or 2, to be made without shareholder approval.  
         Section History: Recent Form
         89 Acts, ch 288, §113; 2002 Acts, ch 1154, § 58, 125; 2007 Acts,      ch 140, §7         Referred to in § 490.1003, 490.1102, 490.1104, 534.501