§ 4-26-302 — Procedure

(a) Amendments to the articles of incorporation shall be made in the following manner: (1) The board of directors shall adopt 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 an annual or a special meeting; (2) Written or printed notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon 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 a summary shall be included in the notice of the annual meeting; (3) At this meeting a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment; (4) The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares entitled to vote thereon unless any class of shares is entitled to vote as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds (2/3) of the shares of each class of shares entitled to vote as a class and of the total shares entitled to vote thereon. (b) Any number of amendments may be submitted to the shareholders and voted upon by them at one (1) meeting.

Legislative History

Acts 1965, No. 576, § 60; A.S.A. 1947, § 64-507.