§ 7-6-41.1. Certificate of correction.
(a) Whenever any instrument authorized to be filed with the secretary of state under any
provision of this chapter has been so filed and is an inaccurate record of the corporate
action therein referred to, or was defectively or erroneously executed, sealed, or
acknowledged, the instrument may be corrected by filing with the secretary of state
a certificate of correction, which must be executed, acknowledged, and filed in accordance
with this section.
(b) The corrected instrument must be specifically designated as such in its heading, specify
the inaccuracy or defect to be corrected, and set forth the entire instrument in corrected
form.
(c) The certificate of correction shall be executed by the corporation, by its president
or vice president, and by its secretary or an assistant secretary and shall set forth:
(1) The name of the corporation.
(2) The inaccuracy or defect to be corrected and set forth the portion of the instrument
in corrected form.
(3) If there are members entitled to vote on the correction:
(i) A statement setting forth the date of the meeting of members at which the correction
was adopted, that a quorum was present at the meeting, and that the correction received
at least a majority of the votes that members present at the meeting or represented
by proxy were entitled to cast; or
(ii) A statement that the correction was adopted by a consent in writing signed by all
members entitled to vote on it.
(4) If there are no members, or no members entitled to vote on the correction, a statement
of the fact, the date of the meeting of the board of directors at which the correction
was adopted, and a statement of the fact that the correction received the vote of
a majority of the directors in office.
(5) The entire instrument in corrected form attached.
(d) An instrument corrected in accordance with this section is effective as of the date
the original instrument was filed, except as to those individuals who are substantially
and adversely affected by the correction and as to those individuals the instrument
as corrected is effective from its filing date.