(a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without member approval, to consolidate all amendments into a single document.

(b) If the restated certificate includes one or more new amendments that require member approval, the new amendments must be adopted and approved as provided in section 33-1142. If the restatement includes a new amendment which does not require member approval, the new amendment must be adopted as provided in section 33-1141 or 33-1143, as the case may be.

(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement which states that the restated certificate consolidates all amendments into a single document and, if a new amendment is included in the restated certificate, which also includes the statement required under section 33-1144.

(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.

(e) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.

(P.A. 96-256, S. 102, 209; P.A. 97-246, S. 65, 66, 99; P.A. 03-18, S. 41.)

History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (d) to replace “together with a certificate” with “together with a statement” and specify in Subdiv. (2) that the certificate referred to is the certificate “of incorporation”, and amended Subsec. (f) to replace “certificate information” with “statement information”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by replacing “member action” with “member approval”, adding provision re consolidation of all amendments into a single document and making a technical change, amended Subsec. (b) by making technical changes and replacing provisions re inclusion of one or more amendments to the certificate and adoption if restatement includes an amendment requiring member approval with provision re adoption and approval of one or more new amendments included in restated certificate that require member approval, amended Subsec. (c) by replacing former provisions with provisions re filing of certificate of restatement, deleted former Subsec. (d) re filing of certificate of restatement, redesignated existing Subsecs. (e) and (f) as new Subsecs. (d) and (e) and made a technical change in Subsec. (e), effective July 1, 2003.