§ 48-20-102 — Amendment by board of directors

Unless the charter provides otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's charter without shareholder action to: (1) Delete the names and addresses of the initial directors; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (3) Designate or change the address of the principal office of the corporation (or a mailing address if the United States postal service does not deliver to the principal office); (4) Change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding; (5) Change the corporate name by substituting the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," or "co.," for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name; (6) Designate the street address and zip code of the corporation's current registered office (or a mailing address if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its current registered agent at that office, as required by § 48-27-101(b) ; (7) Delete the initial principal office, if an annual report is on file with the secretary of state; or (8) Make any other change expressly permitted by chapters 11-27 of this title to be made without shareholder action.

Legislative History

Acts 1986, ch. 887, § 10.02; 1987, ch. 273, § 36; 1989, ch. 451, § 13; 1991, ch. 188, § 3; 2012, ch. 1051, §§ 37, 38.