§ 15-4-1212 — Amendment to articles of incorporation or articles of organization

(a) A company organized under the provisions of this subchapter may amend its articles of incorporation or its articles of organization by a majority vote of the common stock in the case of a corporation or by a majority vote of the units of interest of a limited liability company represented in person or by proxy at any regular meeting or at any special meeting of the holders of the common stock or members of the limited liability company called for that purpose. (b) The power to amend shall include the power to accomplish any desired change in the provisions of the articles of incorporation or articles of organization and to include any purpose, power, or provision authorized to be included in the original articles of incorporation or articles of organization or by later amendment to this subchapter. (c) (1) Articles of amendment signed by the chief executive officer and attested by the secretary, an assistant secretary, or another manager certifying to such an amendment and its lawful adoption shall be executed, acknowledged, and filed with the Bank Commissioner and, when approved by the State Banking Board, recorded with the certificate of the commissioner approving the articles of amendment in the same manner as the original articles of incorporation or articles of organization. (2) As soon as the commissioner shall issue his or her certificate of amendment, the amendment or amendments shall be in effect.

Legislative History

Acts 1991, No. 1029, § 10; 1999, No. 37, § 11.