§ 7-1.2-903. Procedure to amend articles of incorporation. (a) Amendments to a corporations articles of incorporation are made in the following manner:

(1) The board of directors adopts a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting 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 the board of directors and the provisions subsequently stated for adoption by shareholders do not apply. The resolution may incorporate the proposed amendment in restated articles of incorporation which contain a statement that, except for the designated amendment, the restated articles of incorporation correctly state without change the corresponding provisions of the articles of incorporation as previously amended, and that the restated articles of incorporation, together with the designated amendment, supersede the original articles of incorporation and all amendments to those articles.

(2) Written notice stating the proposed amendment or a summary of the changes to be affected by the amendment must be given to each shareholder entitled to vote on the amendment within the time and in the manner provided 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 may be included in the notice of the annual meeting.

(3) At the meeting a vote of the shareholders entitled to vote on the amendment must be taken on the proposed amendment. The proposed amendment is adopted upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote on the amendment unless any class of shares is entitled to vote on the amendment as a class, pursuant to either the articles of incorporation or the provisions of § 7-1.2-904, in which event approval of the proposed amendment also requires the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class on the amendment.

(b) Any number of amendments may be submitted to the shareholders, and voted upon by them, at one meeting.

(c) The resolution authorizing a proposed amendment to the articles of incorporation may provide that at any time prior to the filing of the amendment with the secretary of state, notwithstanding authorization of the proposed amendment by the shareholders of the corporation, the board of directors may abandon the proposed amendment without further action by the shareholders.

(d) Whenever the articles of incorporation require for action by the board of directors, by the holders of any class or series of shares or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any section of this title, the provision of the articles of incorporation requiring such greater vote may not be altered, amended or repealed except by such greater vote.

History of Section. (P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.)