§ 7-1.2-903 - Procedure to amend articles of incorporation.
SECTION 7-1.2-903
§ 7-1.2-903 Procedure to amend articles ofincorporation. – (a) Amendments to a corporations articles of incorporation are made in thefollowing manner:
(1) The board of directors adopts a resolution setting forththe proposed amendment and directing that it be submitted to a vote at ameeting of shareholders, which may be either the annual or a special meeting.If no shares have been issued, the amendment is adopted by resolution of theboard of directors and the provisions subsequently stated for adoption byshareholders do not apply. The resolution may incorporate the proposedamendment in restated articles of incorporation which contain a statement that,except for the designated amendment, the restated articles of incorporationcorrectly state without change the corresponding provisions of the articles ofincorporation as previously amended, and that the restated articles ofincorporation, together with the designated amendment, supersede the originalarticles of incorporation and all amendments to those articles.
(2) Written notice stating the proposed amendment or asummary of the changes to be affected by the amendment must be given to eachshareholder entitled to vote on the amendment within the time and in the mannerprovided in this chapter for the giving of notice of meetings of shareholders.If the meeting is an annual meeting, the proposed amendment or the summary maybe included in the notice of the annual meeting.
(3) At the meeting a vote of the shareholders entitled tovote on the amendment must be taken on the proposed amendment. The proposedamendment is adopted upon receiving the affirmative vote of the holders of amajority of the shares entitled to vote on the amendment unless any class ofshares is entitled to vote on the amendment as a class, pursuant to either thearticles of incorporation or the provisions of § 7-1.2-904, in which eventapproval of the proposed amendment also requires the affirmative vote of theholders of a majority of the shares of each class of shares entitled to vote asa class on the amendment.
(b) Any number of amendments may be submitted to theshareholders, and voted upon by them, at one meeting.
(c) The resolution authorizing a proposed amendment to thearticles of incorporation may provide that at any time prior to the filing ofthe amendment with the secretary of state, notwithstanding authorization of theproposed amendment by the shareholders of the corporation, the board ofdirectors may abandon the proposed amendment without further action by theshareholders.
(d) Whenever the articles of incorporation require for actionby the board of directors, by the holders of any class or series of shares orby the holders of any other securities having voting power the vote of agreater number or proportion than is required by any section of this title, theprovision of the articles of incorporation requiring such greater vote may notbe altered, amended or repealed except by such greater vote.