§31D-10-1001. Authority to amend. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of […]
If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.
If a corporation has issued shares, an amendment to the articles of incorporation must be adopted in the following manner: (1) The proposed amendment must be adopted by the board of directors.
(a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment to the articles of incorporation if the amendment would: (1) Effect an […]
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: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the Secretary of State, for filing, articles of amendment, setting forth: (1) The name of the corporation;
(a) A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document. (b) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in section one […]
(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of federal law. (b) The individual or individuals designated by the court shall deliver to the Secretary of […]
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought […]
§31D-10-1020. Amendment by board of directors or shareholders. (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless: (1) The articles of incorporation or section one thousand twenty-one of this article reserve that power exclusively to the shareholders, in whole […]
(a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (1) If adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or
