(1)Except as provided in
section 11-41-130.5, if the holders of at least one-third of the outstanding voting
stock or shares of any association request, in writing, the president or other head
officer thereof to call a meeting of stockholders or shareholders of such
association for the purpose of considering a proposed amendment to the articles of
incorporation of such association, setting forth in such written request the
substance of each proposed amendment, or if the board of directors of any
association votes to submit to the stockholders or shareholders thereof a proposed
amendment to the articles of incorporation of such association, the president or
secretary of the association forthwith shall call a special meeting of the voting
stockholders or shareholders of such assoc
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(1) Except as provided in
section 11-41-130.5, if the holders of at least one-third of the outstanding voting
stock or shares of any association request, in writing, the president or other head
officer thereof to call a meeting of stockholders or shareholders of such
association for the purpose of considering a proposed amendment to the articles of
incorporation of such association, setting forth in such written request the
substance of each proposed amendment, or if the board of directors of any
association votes to submit to the stockholders or shareholders thereof a proposed
amendment to the articles of incorporation of such association, the president or
secretary of the association forthwith shall call a special meeting of the voting
stockholders or shareholders of such association for the purpose of considering
said proposed amendment for a time not less than thirty nor more than sixty days
thereafter. In the event that the request for a meeting of stockholders or
shareholders to consider a proposed amendment of the articles of incorporation is
presented within ninety days prior to the date of the next annual meeting of the
stockholders or shareholders of the association or in the event that the amendment
is proposed by the board of directors of the association, the board of directors may
cause such proposed amendment to be submitted for consideration at such next
annual meeting, or at an adjourned session thereof, rather than at a special meeting
of stockholders or shareholders called for such purpose.
(2) If at any such meeting the proposed amendment to the articles of
incorporation of such association receives the affirmative vote of the majority, but
in the case of associations having stock issued pursuant to section 11-42-107 two-thirds, or such greater amount as may be required by the articles of incorporation,
or any amendment thereto, of the stock or shares of each class outstanding having
voting power, such amendment shall be deemed adopted; but, where necessary for
any association to increase its authorized permanent stock to conform to the
requirements of said section 11-42-107, the affirmative vote of a majority of such
stock or shares shall be required.
(3) If any proposed amendment to the articles of incorporation would alter or
change the preference given to any one or more classes of shares or stock or would
convert the stock into shares or shares into stock, the holders of each class of stock
or shares so affected by said amendment shall be entitled to vote as a class upon
such amendment, whether by the terms of the articles of incorporation such class is
entitled to vote or not, and the affirmative vote of the holders of the majority, but in
the case of associations having stock issued pursuant to section 11-42-107 two-thirds, of the amount of each class of stock or shares outstanding so affected by
the amendment shall be necessary to the adoption thereof, as well as the
affirmative vote of the holders of the majority, but in the case of associations
having stock issued pursuant to section 11-42-107 two-thirds, of all classes of stock
or shares outstanding having voting power.
(4) A certificate setting forth an amendment and the adoption of the
amendment, signed by the president or vice president of the association, verified by
the president's or vice president's affidavit, and attested by the secretary or
assistant secretary of the association, with the seal of the association affixed, shall
be submitted to the commissioner with a fee in an amount established by the
commissioner. If the commissioner approves the proposed amendment, the
commissioner shall attach a certificate of approval to the proposed amendment,
and then the amendment shall be filed in the same manner as the articles of
incorporation. Thereafter, the amendment is in full force and effect, except as
provided in section 11-41-130.5, as if the amendment had been included in the
original articles of incorporation. An amendment to the articles of incorporation
shall not be filed in the office of the secretary of state or received by the secretary
of state unless a certificate of approval by the commissioner is attached to the
amendment.
(5) Except as provided in section 11-41-130.5, any association organized
under the laws of this state, from time to time, may amend its articles of
incorporation by increasing or decreasing its authorized stock or shares or
reclassifying the same, or by changing the number, designation, preference,
relation, or participating or other special rights of shares or stock or the
qualifications, limitations, or restrictions of such rights, or by changing its corporate
title, or by making any other change or alteration in its articles of incorporation that
may be desired, if such articles of incorporation, as so amended, contain only such
provisions as it would be lawful and proper to insert in original articles of
incorporation made at the time of making such amendment. Except as provided in
section 11-41-130.5, no association by any amendment shall so change its articles of
incorporation as to work a change in the objects or purposes for which the
association was originally organized.