351.095. Certificate of amendment, contents of.
Certificate of amendment, contents of.
351.095. 1. To adopt an amendment of the articles of incorporationas provided in subsection 1 of section 351.090, a majority of the board ofdirectors shall execute a certificate of amendment that shall be deliveredto the secretary of state. The certificate of amendment shall state:
(1) The name of the corporation and, if it has been changed, the nameunder which it was originally organized;
(2) The date of the adoption of the amendment by the directors;
(3) The amendment adopted;
(4) That on the date of adoption of the amendment by the directorsthe corporation had not received any payment for any of its shares.
2. After the adoption of an amendment of the articles ofincorporation by the requisite vote of shareholders, a certificate ofamendment shall be executed by an officer of the corporation, the originalcopy of the certificate shall be delivered to the secretary of state. Thecertificate of amendment shall state:
(1) The name of the corporation and, if it has been changed, the nameunder which it was originally organized;
(2) The date of adoption of the amendment by the shareholders;
(3) The amendment adopted;
(4) The number of shares outstanding, the number of shares entitledto vote on the amendment and, if the shares of any class are entitled tovote thereon as a class, the number of outstanding shares of each classentitled to vote thereon;
(5) The number of shares voted for and against the amendment,respectively, and, if the shares of any class are entitled to vote thereonas a class, the number of shares of each class voted for and against theamendment, respectively;
(6) If the amendment provides for an exchange, reclassification, orcancellation of issued shares, or a reduction of the number of authorizedshares of any class below the number of issued shares of that class, then astatement of the manner in which it shall be effected;
(7) If the effective date of the amendment is to be a date other thanthe date of filing of the certificate of amendment with the secretary ofstate, then the effective date, which shall be no more than ninety daysfollowing the filing date, shall be specified.
(L. 1943 p. 410 § 57, A.L. 1961 p. 248, A.L. 1965 p. 532, A.L. 1975 S.B. 14, A.L. 1983 S.B. 367, A.L. 2004 H.B. 1664)