§ 12:239 — Special amendment provisions

§239. Special amendment provisions
A. The articles shall be deemed amended to increase the authorized
number of shares of the class involved, as required to permit issuance of
shares, to the extent not available in the corporation's treasury, issuable
pursuant to subscription rights, warrants, options or conversion privileges,
grant or issuance of which was approved by such vote of the members as
would have been required to amend the articles to effect such increase.
B. If the articles provide that any shares purchased by the corporation
and cancelled may not be reissued, the articles shall, upon cancellation of such
shares, be deemed amended to reduce the authorized capital stock by the
number of shares so cancelled.
C. A merger agreement which complies with the provisions of R.S.
12:243(1) may prescribe changes to be effected by the merger in the articles
of the surviving business corporation.
D. In case of an amendment pursuant to Subsection A or B of this
Section, appropriate articles of amendment, reciting the relevant facts and that
the articles have been amended as provided in this section, shall forthwith be
executed, acknowledged and filed by the proper officers of the corporation in
the manner provided in R.S. 12:238 and 240, but omission to file such articles
of amendment shall not derogate from the effectiveness of the amendment.

Legislative History

Acts 1968, No. 105, §1.