§ 58-65-130. Amendments to certificate of incorporation.
§58‑65‑130. Amendments to certificate of incorporation.
Any corporation subject to theprovisions of this Article and Article 66 of this Chapter may hereafter amendits charter in the following manner only:
(1) a. Ameeting of the board of directors, trustees or other governing authority shallbe called in accordance with the bylaws specifying the amendment to be votedupon at such meeting.
b. If at such meetingtwo thirds of the directors, trustees or other governing authority present votein favor of the proposed amendment, then the president and secretary shallunder oath make a certificate to this effect, which certificate shall set forththe call for such meeting, a statement showing service of such call upon alldirectors, and a certified copy of so much of the minutes of the meeting asrelate to the adoption of the proposed amendment.
c. Said officers shallcause said certificate to be published once a week for two consecutive weeks ina newspaper in Raleigh and in the county where the corporation's principaloffice is located, or posted at the courthouse door if no newspaper bepublished within the county. Said printed or posted notices shall be in suchform and of such size as the Commissioner may approve, and in addition tosetting forth in full the certificate required in paragraph b shall state thatapplication for amending the corporation's charter in the manner specified hasbeen proposed by the board of directors, trustees, or other governingauthority, and shall also state the time set for the meeting of certificateholders thereby called to be held at the principal office of the corporation totake action on the proposed amendment. A true copy of such notice shall befiled with the Commissioner. Such publication and filing of notice shall be completedat least 30 days prior to the date set therein for the meeting of thecertificate holders and due proof thereof shall be filed with the Commissionerat least 15 days prior to the date of such meeting. If the meeting at which theproposed amendment is to be considered is a special meeting, rather than aregular annual meeting of certificate holders, such special meeting can becalled only after the Commissioner has given his approval in writing, and thepublished notice shall show the fact of such approval. At said meeting thosepresent in person or represented by proxy shall constitute a quorum.
d. If at suchcertificate holders' meeting two thirds of those present in person or by proxyshall vote in favor of any proposed amendment, the president and secretaryshall make a certificate under oath setting forth such fact together with thefull text of the amendment thus approved. Said certificate shall, within 30days after such meeting, be submitted to the Commissioner for his approval asconforming to the requirement of law, and it shall be the duty of theCommissioner to act upon all proposed amendments within 10 days after filing ofsuch certificates with him. Should the Commissioner approve the proposedamendment or amendments, he shall certify this fact, together with the fulltext of such amendments as are approved by him, to the Secretary of State whoshall thereupon issue the charter amendment in the usual form. Should theCommissioner disapprove of any amendment, then the same shall not be allowed.
(2) All charters andcharter amendments heretofore issued upon application of the board ofdirectors, trustees or other governing authority of any corporations subject tothe provisions of this Article and Article 66 of this Chapter are herebyvalidated.
(3) The charter of anycorporation subject to the provisions of this Article and Article 66 of thisChapter may be amended to convert that corporation, so amending its charter,into a stock accident and health insurance company or stock life insurance companysubject to the provisions of Articles 1 through 64 of this Chapter provided thecontractual rights of the subscribers and certificate holders of thecorporation are adequately protected. The proposed amendment shall beconsidered pursuant to G.S. 58‑65‑131, 58‑65‑132, and58‑65‑133. Other provisions of this section and this Articlerelating to the procedure for amending the charter shall not apply. (1941,c. 338, s. 15; 1947, c. 820, s. 6; 1953, c. 1124, s. 2; 1998‑3, s. 1.)