35-2-226. Restated articles of incorporation. (1) A corporation's board of directors may restate its articles of incorporation at any time, with or without approval by members or any other person.
(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in 35-2-223.
(3) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.
(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with 35-2-530. The notice must also state that the purpose or one of the purposes of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change that the restatement would make in the articles.
(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval must contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.
(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under 35-2-223.
(7) If the restatement includes an amendment that requires approval pursuant to 35-2-232, the board shall submit the restatement for this approval.
(8) A corporation that restates its articles shall deliver to the secretary of state, for filing, articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate setting forth a statement of whether the restated articles were approved by the board, the members, or any other person and:
(a) if the restatement contains an amendment to the articles requiring approval by the members, the information required by 35-2-225;
(b) if the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to 35-2-232, a statement that the approval was obtained; and
(c) if the restatement has an amendment that does not require member approval, a statement as to who approved the amendment, whether approval was made by the board or any other person.
(9) Adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(10) The secretary of state may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (8).
History: En. Sec. 115, Ch. 411, L. 1991; amd. Sec. 14, Ch. 229, L. 1999.
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