§237. Amendment of articles generally
A.A corporation may amend its articles in compliance with any
method stipulated in its articles.
B.If the articles do not stipulate a method of amendment, or do not
stipulate in detail the procedure for amendment thereof, an amendment altering
the articles may be adopted by two-thirds in interest of the voting members
present, at any annual or special meeting of members the notice of which set
forth the proposed amendment or a summary of the changes to be made
thereby. For purposes of this Subsection, a majority of the members shall
constitute a quorum and a quorum must be present at the meeting at which the
amendment to the articles is to be considered. The notice of such meeting
must be transmitted to the members not less than thirty days prior to
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§237. Amendment of articles generally
A. A corporation may amend its articles in compliance with any
method stipulated in its articles.
B. If the articles do not stipulate a method of amendment, or do not
stipulate in detail the procedure for amendment thereof, an amendment altering
the articles may be adopted by two-thirds in interest of the voting members
present, at any annual or special meeting of members the notice of which set
forth the proposed amendment or a summary of the changes to be made
thereby. For purposes of this Subsection, a majority of the members shall
constitute a quorum and a quorum must be present at the meeting at which the
amendment to the articles is to be considered. The notice of such meeting
must be transmitted to the members not less than thirty days prior to the
meeting.
C. If an amendment would adversely affect the rights of the members
of any class or series, then in addition to the vote required by Subsection B of
this Section, the members of each class or series so affected by the amendment
shall be entitled to vote as a class upon such amendment, whether or not by the
terms of the articles members of such class or series are entitled to vote; and
the vote of two-thirds in interest (or such larger or smaller proportion, not less
than a majority in interest, as the articles may require) of the members of each
class or series so affected by the amendment, present or represented at the
meeting, shall be necessary to the adoption thereof. Except as otherwise
provided in the articles, the rights of a member shall not be considered
adversely affected unless the amendment (otherwise than as permitted by the
articles) (a) alters or abolishes any of his preferential rights, (b) creates, alters,
or abolishes any right in respect of redemption of his shares, (c) alters or
abolishes any preemptive right in respect of his shares, (d) creates or alters
(other than to abolish) any restriction on transfer applicable to his shares or
membership, or (e) excludes or limits his right as a member to vote on a
matter, except as such right may be limited by voting rights given to new
shares then being authorized of an existing or new class, or to members of a
new class.
D. In the event that the duration of a corporation as fixed in the articles
may heretofore have expired, or may hereafter expire, without any action
having been taken with reference thereto, and without proceedings having
been undertaken or instituted to dissolve and wind up the corporation, the
articles may be so amended as to extend the duration of the corporation as
specified in the articles, in the same manner and with the same force and effect
as if the articles had been amended prior to the expiration of the duration of the
corporation as set forth in the articles, except that if the corporation's name is
no longer available for use by it, its name shall be changed appropriately. The
declaration in the minutes of the meeting of the members at which the articles
are amended by extending the duration of the corporation, that prior to the
expiration of the duration of the corporation no action had been taken with
reference thereto, and that no proceedings had been undertaken or instituted
to dissolve and wind up the corporation, shall constitute prima facie evidence
of those facts.
E. A corporation, whether or not the articles stipulate a method of
amendment, may utilize the procedure established in this subsection if it has
been unable to amend its articles either because sufficient voting members are
not available to comply with the method of amendment stipulated in its
articles, or because two-thirds of the voting members, as required by
Subsection B of this Section, are not available for a meeting for this purpose.
The amendment may include ratification of amendments previously attempted,
and ratification of acts done pursuant thereto, but no amendment adopted
pursuant to this Subsection may impair rights, privileges, or tenure of
corporate existence.
(1) The board of directors or the de facto governing board may call a
special meeting of the members to amend the articles. If twenty percent in
interest of the voting members petition for a meeting to amend the articles, the
board of directors or de facto governing body shall call a meeting for this
purpose.
(2) When a meeting to amend the articles is called, the members shall
be given thirty days' written notice thereof. This notice shall describe the
amendments proposed and may be mailed to the members at their last
addresses on the records of the corporation. Notice of the meeting shall be
given also by advertisement, within thirty days before the meeting, in a daily
paper published in the parish in which the corporation is domiciled, if there is
such a paper. If no daily paper is published in the parish, notice shall be given
by posting the same for thirty days in the principal meeting place of the
corporation, if it has such a meeting place, or at the parish courthouse door
otherwise.
(3) At the meeting, the articles may be amended by vote of two-thirds
in interest of the voting members present.
F. In lieu of the procedures for amendment of articles of incorporation
hereinabove provided in this Section, corporations organized or operating
under this Chapter for religious purposes only may amend their articles at a
meeting of members of which thirty days' written notice has been given to all
of the members at their last addresses on the records of the corporation. This
notice shall contain a fair summary of the proposed amendment and shall
designate the place and time of the meeting. At the meeting, the articles may
be amended by vote of two-thirds of the voting members present.
G. No amendment shall be made by any method which changes the
corporation from one which is not permitted to distribute its net assets to its
members on dissolution to one which is permitted to distribute its net assets to
its members on dissolution.
H. Notwithstanding any other provision of this Section or Chapter to
the contrary, the members of a corporation present at any meeting for which
notice is given pursuant to R.S. 12:230(C) and at which a quorum is
established pursuant to R.S. 12:231(3) shall have full authority to amend the
articles of the corporation and transact any business of the corporation,
including authorizing and initiating a dissolution of the corporation pursuant
to R.S. 12:249 through 250.1.