Certificate of Amendments

Notice, Filing or Review of Transactions

Regulatory Action: REQUIREMENT

51 states have AMMEND regulations

AL AK AZ AR CA CO CT DE FL GA

HI ID IL IN IA KS KY LA ME MD

MA MI MN MS MO MT NE NV NH NJ

NM NY NC ND OH OK OR PA RI SC

SD TN TX UT VT VA WA WV WI WY

AL Code § 10A-1-4.02

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: If the name of the entity is altered, must file with the judge of probate and with the Sec. of State, Ala. Code § 10A-1-4.02; Restated Certificate of Formation filed with judge of probate, Ala. Code Sec. 10A-3-4.04

AK Code § 10.20.186

REGULATORY BODY: Other

STATUTE TEXT: (a) Duplicate originals of the articles of amendment shall be delivered to the commissioner. Upon finding that the articles of amendment conform to law, the commissioner shall, when all fees prescribed in this chapter have been paid, (1) endorse on each duplicate original the word ifiled,i and the date of the filing; (2) file one duplicate original in the commissioner’s office; (3) issue a certificate of amendment and affix the other duplicate original to it. (b) The certificate of amendment, together with the duplicate original of the articles of amendment affixed by the commissioner, shall be returned to the corporation or its representative.

NOTES: Filed with Commissioner [AS § 10.20.186]

AZ Code § 10-11006

REGULATORY BODY: Other

STATUTE TEXT: 10-11006. Articles of amendment A. A corporation amending its articles of incorporation shall deliver to the commission for filing articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendment’s adoption. 4. A statement that the amendment was duly adopted by act of the members or act of the board of directors and, if applicable, with the approval required pursuant to section 10-11030. B. Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the articles of amendment shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130.

NOTES: AZ Corp. Commission A.R.S. § 10-11006

AR Code § 4-28-206

REGULATORY BODY: Other

STATUTE TEXT: (a) Any association of persons or for-profit corporation organized under the Arkansas Business Corporation Act of 1987, ss 4-27-101 et seq., desirous of becoming incorporated under the provisions of the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224, shall file with the circuit court of the county in which the main office or principal place of business of the proposed corporation is located or proposed to be located signed and verified articles of incorporation, which shall set forth the following: (1) The name of the corporation; (2) The period of duration, which may be perpetual; (3) The purposes for which the corporation is organized; (4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation; (5) The address of its main office or principal place of business, and the name of its registered agent at that address; (6) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors; (7) The name and address of each incorporator; (8) A statement that the corporation: (A) Is a nonprofit corporation; and (B) Has converted under the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224; and (9) (A) A description of the treatment of shares of stock. (B) The description of the treatment of shares of stock: (i) May provide for the exchange of shares of stock for certificates of membership if the corporation has members; or (ii) Shall provide that the shares of stock be canceled by the board of directors if the corporation does not have members. (b) If the circuit court finds that the articles of incorporation conform to law and that the incorporation is for a lawful purpose and is in the best interests of the public, the court may issue an order approving the incorporation of the proposed association of persons. (c) If the court approves the incorporation, the articles of incorporation in duplicate, signed and verified, and a copy of the order of the court approving the incorporation shall be transmitted to the Secretary of State, who shall, when all fees have been paid as prescribed in the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224: (1) File the original of the articles in his or her office; and (2) Issue a certificate of incorporation to which he or she shall affix the other copy of the articles endorsed with the word iFiledi and the month, day, and year of the filing and return the certificate of incorporation to the incorporators or their representative. (d) A corporation may amend its articles of incorporation from time to time, provided that the amendments are lawful under the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224. A copy of all amendments shall be filed with the Secretary of State within thirty (30) days after their passage. (e) (1) A for-profit corporation may convert to a nonprofit corporation under the Arkansas Nonprofit Corporation Act, ssss 4-28-201 – 4-28-206 and 4-28-209 – 4-28-224, or the Arkansas Nonprofit Corporation Act of 1993, ss 4-33-101 et seq., upon the filing of an amendment to the corporation’s articles of incorporation with the information required under this section. (2) If an entity is a for-profit corporation that is converting to a nonprofit corporation, the conversion shall be approved by a three-fourths (ae) vote of the shareholders of the business corporation. (f) A conversion to a nonprofit corporation under this chapter is effective when an amendment to the articles of incorporation is filed with the Secretary of State and the Secretary of State has collected the filing fees, service fees, and copying fees required under ss 4-33-122. (g) A conversion to a nonprofit corporation under this chapter is not a dissolution.

NOTES: Filed with Sec. of State [A.C.A. § 4-28-206]

CA Code § 5817

REGULATORY BODY: Attorney General

STATUTE TEXT: Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification, or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment. The Secretary of State shall forward a copy of the filed certificate of amendment to the Attorney General. (Amended by Stats. 2014, Ch. 834, Sec. 11. (SB 1041) Effective January 1, 2015.)

NOTES: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit (to change status) - Cal. Corp. Code 7813.5, 7820; Rel. Benefit - Cal. Corp. Code 9620-9621 (must comply with other sections).

CA Code § 5817

REGULATORY BODY: Other

NOTES: Sec. of State: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit - Cal. Corp. Code § 7817; Rel. Benefit - Cal. Corp. Code § 9620

CA Code § 7817

REGULATORY BODY: Other

STATUTE TEXT: Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment. (Added by Stats. 1978, Ch. 567.)

NOTES: Sec. of State: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit - Cal. Corp. Code § 7817; Rel. Benefit - Cal. Corp. Code § 9620

CA Code § 9620

REGULATORY BODY: Other

STATUTE TEXT: (a)The provisions of Chapter 8 (commencing with Section 5810) of Part 2 apply to religious corporations except for Section 5813.5, the second sentence of Section 5817, and Section 5818. (b)A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 9122 the Secretary of State shall not file such certificate unless, by the same or a concurrently filed certificate of amendment, the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence. Terms Used In California Corporations Code 9620Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Government Code 31831.2State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (Amended by Stats. 1981, Ch. 587, Sec. 56.)

NOTES: Sec. of State: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit - Cal. Corp. Code § 7817; Rel. Benefit - Cal. Corp. Code § 9620

CO Code § 7-130-105

REGULATORY BODY: Other

STATUTE TEXT: (1)A nonprofit corporation amending its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating: (a)The domestic entity name of the nonprofit corporation; and (b)The text of each amendment adopted. (c) to (f)Deleted by Laws 2005, Ch. 275, ss24, eff. Oct. 1, 2005.

NOTES: Yes - Sec. of State C.R.S.A. § 7-130-105

CT Code § 33-1144

REGULATORY BODY: Other

STATUTE TEXT: After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of the State for filing a certificate of amendment, that shall set forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; and (4) if the amendment (A) was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required, or (B) required approval by the members, a statement that the amendment was duly approved by the members in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation.(P.A. 96-256, S. 101, 209; 03-18, S. 40.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 replaced provision re a corporation amending its certificate of incorporation with provision re after an amendment to the certificate of incorporation has been adopted and approved, amended Subdiv. (4) by replacing former provisions with new Subpara. (A) re amendment adopted without member approval and new Subpara. (B) re amendment that required member approval, deleted former Subdiv. (5) re amendment that required member approval, and made technical changes, effective July 1, 2003.

NOTES: File with Sec. of State, C.G.S. §33-1144 (Nonstock Corp); C.G.S. §33-264d (Religious Corps/Societies)

CT Code § 33-264d

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: File with Sec. of State, C.G.S. §33-1144 (Nonstock Corp); C.G.S. §33-264d (Religious Corps/Societies)

DE Code § 242

REGULATORY BODY: Other

STATUTE TEXT: (a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as: (1) To change its corporate name; or (2) To change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes; or (3) To increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares, or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares; or (4) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; or (5) To create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued; or (6) To change the period of its duration; or (7) To delete: a. Such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares; and b. Such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective. Any or all such changes or alterations may be effected by 1 certificate of amendment. (b) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner: (1) If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders; provided, however, that unless otherwise expressly required by the certificate of incorporation, no meeting or vote of stockholders shall be required to adopt an amendment that effects only changes described in paragraph (a)(1) or (7) of this section. Such special or annual meeting shall be called and held upon notice in accordance with ss 222 of this title. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby unless such notice constitutes a notice of internet availability of proxy materials under the rules promulgated under the Securities Exchange Act of 1934 [15 U.S.C. ss 78a et seq.]. At the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against any proposed amendment that requires adoption by stockholders. If no vote of stockholders is required to effect such amendment, or if a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with ss 103 of this title. (2) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of 1 or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this paragraph. The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock. (3) If the corporation is a nonstock corporation, then the governing body thereof shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed and shall become effective in accordance with ss 103 of this title. The certificate of incorporation of any nonstock corporation may contain a provision requiring any amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of such corporation in which event such proposed amendment shall be submitted to the members or to any specified class of members of such corporation in the same manner, so far as applicable, as is provided in this section for an amendment to the certificate of incorporation of a stock corporation; and in the event of the adoption thereof by such members, a certificate evidencing such amendment shall be executed, acknowledged and filed and shall become effective in accordance with ss 103 of this title. (4) Whenever the certificate of incorporation shall require for action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any section of this title, the provision of the certificate of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote. (c) The resolution authorizing a proposed amendment to the certificate of incorporation may provide that at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the stockholders of the corporation or by the members of a nonstock corporation, the board of directors or governing body may abandon such proposed amendment without further action by the stockholders or members. 8 Del. C. 1953, ss 242; 56 Del. Laws, c. 50; 57 Del. Laws, c. 148, ssss 18-21; 59 Del. Laws, c. 106, ss 7; 63 Del. Laws, c. 25, ss 12; 64 Del. Laws, c. 112, ss 24; 67 Del. Laws, c. 376, ss 10; 70 Del. Laws, c. 349, ssss 5-7; 70 Del. Laws, c. 587, ss 14, 15; 72 Del. Laws, c. 123, ss 5; 77 Del. Laws, c. 253, ssss 33-35; 77 Del. Laws, c. 290, ss 7; 79 Del. Laws, c. 327, ss 6.

NOTES: Sec. of State [8 Del.C. § 242]

FL Code § 617.1008

REGULATORY BODY: Other

STATUTE TEXT: 617.1008 Amendment pursuant to reorganization.o(1) A corporationis articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after amendment, contain only provisions required or permitted by s. 617.0202. (2) The individual or individuals designated by the court shall deliver to the Department of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the courtis order or decree approving the articles of amendment; (d) The title of the reorganization proceeding in which the order or decree was entered; and (e) A statement that the court had jurisdiction of the proceeding under federal or state law. (3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. History.os. 67, ch. 90-179.

NOTES: Sec. of State; but may be reorganized by Court decree [F.S.A. § 617.1008]

GA Code § 14-3-1005

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles shall deliver to the Secretary of State for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment’s adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required, a statement that the amendment was duly approved by the members in accordance with the provisions of Code Section 14-3-1003; and (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Code Section 14-3-1030 or 14-3-1041, a statement that the approval was obtained.

NOTES: Sec. of State [Ga. Code Ann., § 14-3-1005]; Court Decree Yes [GA ST § 14-3-1007]

GA Code § 14-3-1007

REGULATORY BODY: Other

STATUTE TEXT: (a) A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to Code Section 14-3-1030 or 14-3-1041 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by Code Section 14-3-202. (b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court’s order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This Code section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

NOTES: Sec. of State [Ga. Code Ann., § 14-3-1005]; Court Decree Yes [GA ST § 14-3-1007]

HI Code § 414D-183

REGULATORY BODY: Other

STATUTE TEXT: ss414D-183 Articles of amendment. A corporation amending its articles shall deliver to the department director articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment’s adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 414D-188, a statement that the approval was obtained. [L 2001, c 105, pt of ss1]

NOTES: File with the director of the department of commerce and consumer affairs HI ST § 414D-183; if amended purusant to judicial reorganization HI ST § 414D-185

HI Code § 414D-185

REGULATORY BODY: Other

STATUTE TEXT: ss414D-185 Amendment pursuant to judicial reorganization. (a) A corporation’s articles may be amended without board approval or approval by the members or approval required pursuant to section 414D-188 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 414D-32. (b) The individual or individuals designated by the court shall deliver to the department director articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court’s order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) This section shall not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. [L 2001, c 105, pt of ss1]

NOTES: File with the director of the department of commerce and consumer affairs HI ST § 414D-183; if amended purusant to judicial reorganization HI ST § 414D-185

ID Code § 30-30-705

REGULATORY BODY: Other

STATUTE TEXT: 30-30-705. ARTICLES OF AMENDMENT. A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendmentis adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. (6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 30-30-801, Idaho Code, a statement that the approval was obtained. History: [30-30-705, added 2015, ch. 243, sec. 80, p. 995.]

NOTES: I.C. § 30-30-705

IL Code § 105/110.30

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Sec. of State, 805 ILCS 105/110.30; pursuant to reorganization, 805 ILCS 105/110.40

IL Code § 105/110.40

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Sec. of State, 805 ILCS 105/110.30; pursuant to reorganization, 805 ILCS 105/110.40

REPORTS-AMMEND-OT

REGULATORY BODY: Other

NOTES: Yes, IC 23-17-17-7;Court Ordered Reogranization, IC 23-17-17-10

IA Code § 504.1005

REGULATORY BODY: Other

STATUTE TEXT: 504.1005 Articles of amendment. After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation or bylaws, the corporation amending its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: 1. The name of the corporation. 2. The text of each amendment adopted. 3. The date of each amendmentis adoption. 4. If approval by members was not required, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required. 5. If approval by members was required, a statement that the amendment was duly approved by the members in the manner required by this chapter, the articles of incorporation, and bylaws. 6. If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 504.1031, a statement that the approval was obtained. 2004 Acts, ch 1049, ss116, 192; 2006 Acts, ch 1089, ss53, 54 Referred to in ss504.1006

NOTES: Sec. of State [I.C.A. § 504.1005]; Judicial Reorganization only [I.C.A. § 504.1007]

IA Code § 504.1007

REGULATORY BODY: Other

STATUTE TEXT: 504.1007 Amendment pursuant to judicial reorganization. 1. A corporationis articles may be amended without board approval or approval by the members or approval required pursuant to section 504.1031 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of law of the United States. 2. An individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth all of the following: a. The name of the corporation. b. The text of each amendment approved by the court. c. The date of the courtis order or decree approving the articles of amendment. d. The title of the reorganization proceeding in which the order or decree was entered. e. A statement that the court had jurisdiction of the proceeding under federal statute. 3. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. 2004 Acts, ch 1049, ss118, 192; 2006 Acts, ch 1089, ss56

NOTES: Sec. of State [I.C.A. § 504.1005]; Judicial Reorganization only [I.C.A. § 504.1007]

KS Code § 17-6602

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Yes - Sec. of State (only mentions nonstock corp.) K.S.A. 17-6602

KY Code § 273.267

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment that satisfy KRS 14A.2-010 to 14A.2-150 setting forth:(1) The name of the corporation. (2) The amendment so adopted.Terms Used In Kentucky Statutes 273.267Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010Quorum: The number of legislators that must be present to do business.State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010(3) If there are members entitled to vote thereon, (a) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds (2/3) of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.(4) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.Effective: January 1, 2011History: Amended 2010 Ky. Acts ch. 151, sec. 65, effective January 1, 2011. - Amended 1988 Ky. Acts ch. 23, sec. 202, effective January 1, 1989. - Created 1968Ky. Acts ch. 165, sec. 34.

NOTES: Sec. of State KRS § 273.267

LA Code § 12:205

REGULATORY BODY: Other

STATUTE TEXT: ss205. Filing and recording articles; issuance and effect of certificate of incorporation; commencement of corporate existence A. The articles shall be filed with the secretary of state. The articles may be delivered to the secretary of state in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. B. If the secretary of state finds that the articles are in compliance with the provisions of this Chapter and after all fees have been paid, the secretary of state shall record the articles in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of incorporation which shall show the date and, if endorsed on the articles, the hour of filing of the articles with him. The certificate of incorporation shall be conclusive evidence of the fact that the corporation has been duly incorporated, except that in any proceeding brought by the state to annul, forfeit, or vacate a corporation’s franchise, the certificate of incorporation shall be only prima facie evidence of due incorporation. C. Upon the issuance of the certificate of incorporation, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time when the articles were filed with the secretary of state, except that, if the articles were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the corporation shall be duly incorporated, and the corporate existence shall begin, as of the time of such acknowledgment or execution. D. A multiple original of the articles, or a copy certified by the secretary of state, with a copy of the certificate of incorporation, shall within thirty days after filing of the articles with the secretary of state, be filed for record in the office of the recorder of mortgages of the parish in which the registered office of the corporation is located. E.(1) If the corporation contracts with the state, a statement acknowledging such contract shall be filed with the secretary of state, and shall include the names and addresses of the board of directors, officers, and all persons or corporate entities who hold an ownership interest of five percent or more in the corporation or who hold by proxy the voting power of five percent or more in the corporation and, if anyone is holding stock in his own name that actually belongs to another, the name of the person for whom held, including stock held pursuant to a counterletter. The statement acknowledging a state contract and ownership and voting interest shall be duly acknowledged, or executed by authentic act. (2) The provisions of this Subsection shall not apply to any charitable or religious nonprofit corporation which is organized and existing on a “nonstock basis”. Acts 1968, No. 105, ss1. Amended by Acts 1977, No. 408, ss1; Acts 1983, No. 88, ss1; Acts 1991, No. 944, ss2; Acts 1999, No. 342, ss5.

NOTES: Sec. of State [LSA-R.S. 12:205]

ME Code § 802

REGULATORY BODY: Attorney General

STATUTE TEXT: ss802. Procedure to amend articles of incorporation 1. Amendments. Amendments to the articles of incorporation shall be made in the following manner. A. If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. [PL 1977, c. 525, ss13 (NEW).]B. If there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. [PL 1977, c. 525, ss13 (NEW).]C. Upon adoption, articles of amendment shall be executed and delivered for filing as provided in sections 104 and 106. [PL 1977, c. 525, ss13 (NEW).][PL 1977, c. 525, ss13 (NEW).] 2. Number of amendments. Any number of amendments may be submitted and voted upon at any one meeting. [PL 1977, c. 525, ss13 (NEW).] 3. Provision prescribing amendment of articles. The articles of incorporation may contain a provision prescribing for amendment of the articles a vote greater than, but in no event less than, that prescribed by subsection 1. [PL 1977, c. 525, ss13 (NEW).] 4. Articles of incorporation amended. The articles of incorporation may be amended by written consent of all members entitled to vote on such amendment, as provided by section 606. If such unanimous written consent is given, no resolution of the board of directors proposing the amendment is necessary. [PL 1977, c. 525, ss13 (NEW).] 5. Amendment of articles of incorporation of public benefit corporation. If an amendment of the articles of incorporation of a public benefit corporation results in a material change in the nature of the activities conducted by the corporation, the corporation shall give notice to the Attorney General of the amendment simultaneously with the filing of the amended articles with the Secretary of State. [PL 2001, c. 550, Pt. C, ss19 (NEW); PL 2001, c. 550, Pt. C, ss29 (AFF).] SECTION HISTORY PL 1977, c. 525, ss13 (NEW). PL 2001, c. 550, ssC19 (AMD). PL 2001, c. 550, ssC29 (AFF).

NOTES: Pub. Benefit Corp, 13-B M.R.S.A. § 802

ME Code § 803

REGULATORY BODY: Other

STATUTE TEXT: ss803. Articles of amendment 1. Executed by corporation. The articles of amendment shall be executed by the corporation and shall set forth: A. The name of the corporation; [PL 1977, c. 525, ss13 (NEW).]B. The amendment so adopted; [PL 1977, c. 525, ss13 (NEW).]C. The date of adoption of the amendment; [PL 1977, c. 525, ss13 (NEW).]D. If there are members entitled to vote thereon, (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, or (2) where the articles require a vote of more than a majority of the votes which members present at such meeting or represented by proxy were entitled to cast, a statement that such amendment received at least the percentage of such votes required by the articles, or (3) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and [PL 1977, c. 525, ss13 (NEW).]E. If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of fact that such amendment received the vote of a majority of the directors in office. [PL 1977, c. 525, ss13 (NEW).][PL 1977, c. 525, ss13 (NEW).] 2. Determination by Secretary of State. When the articles of amendment are delivered for filing by the Secretary of State, he shall, before filing them, make the same determination provided in section 404 in the case of original articles, to the extent applicable to a given amendment or amendments. [PL 1977, c. 525, ss13 (NEW).] SECTION HISTORY PL 1977, c. 525, ss13 (NEW).

NOTES: Sec. of State - 13-B M.R.S.A. § 803

MD Code § 2-603

REGULATORY BODY: Other

STATUTE TEXT: (a) If there is no stock outstanding or subscribed for entitled to be voted on the charter amendment, it shall be approved as provided in this section. (b) (1) If the amendment is made before the organization meeting of the board of directors, every incorporator shall execute and file amended articles of incorporation in the same form required by Subtitle 1 of this title for original articles of incorporation. (2) When the Department accepts amended articles of incorporation for record, they take the place of the original articles. (c) If the amendment is made at or after the organization meeting of the board of directors, it shall be approved by a majority of the entire board of directors.

NOTES: Dept. of State, MD Code, Corporations and Associations, § 2-603

MA Code § 7

REGULATORY BODY: Other

STATUTE TEXT: Section 7. A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, the holders of two-thirds of its capital stock entitled to vote thereon at a meeting duly called for the purpose, with notice given as provided in section six B, any amendment of its articles of organization, including a change of its purposes or name, or a restatement of its articles of organization which restatement may affect any permitted amendment; provided, however, that any provision added to or change made in its articles of organization by such amendment could have been included in, and any provision deleted thereby could have been omitted from, original articles of organization filed at the time of such meeting; and provided also, that no articles of amendment or restated articles of organization shall be approved and filed by the state secretary (i) if as a result thereof the name of a corporation subject to section twenty-six would be changed, until after approval of such change by the state secretary, or (ii) if the purposes of any corporation are to be amended to include purposes which are such that the articles of organization of a corporation newly organized under this chapter for such purposes must be approved by any department or officer of this commonwealth as a condition of organization under this chapter, until after approval of the articles of amendment or the restated articles of organization by such department or officer. Articles of amendment shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-two of chapter one hundred and fifty-six B, and restated articles of organization shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-four of said chapter one hundred and fifty-six B.

NOTES: File with Secretary of State M.G.L.A. 180 § 7

MI Code § 450.251

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.C.L. 450.251 - 450.252a: Charitable Purpose Orgs must provide notice to AG

MI Code § 450.2631

REGULATORY BODY: Other

STATUTE TEXT: 450.2631 Certificate of amendment; signing and execution; filing; contents.Sec. 631. (1) If an amendment to the articles of incorporation is approved under section 611(1)(a), a majority of the incorporators shall sign and file a certificate of amendment on behalf of the corporation that sets forth the amendment and certifies that the amendment was adopted by unanimous consent of the incorporators before the first meeting of the board. (2) If an amendment to the articles of incorporation is approved under section 611(1)(a) or section 611(2), an officer of the corporation shall execute and file a certificate of amendment on behalf of the corporation that sets forth the amendment and certifies that it was adopted by the board of directors. (3) Except for an amendment to the articles of incorporation described in subsection (1) or (2) or as otherwise provided in this act, if an amendment is approved, an officer of the corporation shall execute and file a certificate of amendment on behalf of the corporation that sets forth the amendment and certifies that the amendment was adopted in the manner required under section 611(3). (4) If a corporation amends an article in its articles of incorporation that is divided into separately identified sections, the certificate of amendment may only set forth the section of the article that was amended. Otherwise, the certificate of amendment must set forth the entire article that was amended. History: 1982, Act 162, Eff. Jan. 1, 1983 ;– Am. 2014, Act 557, Imd. Eff. Jan. 15, 2015

NOTES: M.C.L. 450.2631

MN Code § 317A.151

REGULATORY BODY: Other

STATUTE TEXT: 317A.151 FILING; EFFECTIVE DATE OF ARTICLES. Subdivision 1. Filing required. Articles of incorporation and articles of amendment must be filed with the secretary of state. Subd. 2. Effective date. Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $70, which includes a $35 incorporation fee in addition to the $35 filing fee required by section 317A.011, subdivision 8. Articles of amendment are effective when filed with the secretary of state or at another time within 31 days after filing if the articles of amendment so provide. History: 1989 c 304 s 20; 1989 c 335 art 1 s 204

NOTES: File with Sec. of State, M.S.A. § 317A.151

MS Code § 79-11-305

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment adopted; (c) The date of each amendmentis adoption; (d) If an amendment was adopted by the incorporators or board of directors without action by members, a statement to that effect and that action by members was not required; (e) If an amendment was approved by the members: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably represented at the meeting; (ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that voting group.

NOTES: Sec. of State MS Code § 79-11-305

MO Code § 355.571

REGULATORY BODY: Other

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.571. Articles of amendment, delivery. o A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendment’s adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to section 355.606, a statement that the approval was obtained. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: V.A.M.S. 355.571

MT Code § 35-2-225

REGULATORY BODY: Other

STATUTE TEXT: 35-2-225. Articles of amendment. A corporation that amends its articles shall deliver to the secretary of state, for filing, articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (a) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (b) (i) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class; and (ii) a statement that the number cast for the amendment by each class was sufficient for approval by that class; and (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to 35-2-232, a statement that the approval was obtained. History: En. Sec. 114, Ch. 411, L. 1991.

NOTES: MCA 35-2-225

NE Code § 21-19 ;; 21-19-109

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth: Terms Used In Nebraska Statutes 21-19,109Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Person: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (1) The name of the corporation; (2) The text of each amendment adopted; (3) The date of each amendmentis adoption; (4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) If approval by members was required: (i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; and (6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 21-19,116 , a statement that the approval was obtained. Source Laws 1996, LB 681, ss 109.

NOTES: Sec. of State [Neb.Rev.St. § 21-19,109]

NV Code § 82.356 ;; 82.35600000000001

REGULATORY BODY: Other

STATUTE TEXT: 1. Except as otherwise provided in NRS 77.340, each amendment adopted pursuant to the provisions of NRS 82.351 must be made in the following manner: (a) The board of directors must adopt a resolution setting forth the amendment proposed, approve it and, if the corporation has members entitled to vote on an amendment to the articles, call a meeting, either annual or special, of the members. The amendment must also be approved by each public official or other person whose approval of an amendment of articles is required by the articles. (b) At the meeting of members, of which notice must be given to each member entitled to vote pursuant to the provisions of this section, a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed amendment. A majority of a quorum of the voting power of the members or such greater proportion of the voting power of members as may be required in the case of a vote by classes, as provided in subsection 3, or as may be required by the articles, must vote in favor of the amendment. (c) Upon approval of the amendment by the directors, or if the corporation has members entitled to vote on an amendment to the articles, by both the directors and those members, and such other persons or public officers, if any, as are required to do so by the articles, an officer of the corporation must sign a certificate setting forth the amendment, or setting forth the articles as amended, that the public officers or other persons, if any, required by the articles have approved the amendment, and the vote of the members and directors by which the amendment was adopted. (d) The certificate so signed must be filed in the Office of the Secretary of State. 2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date. 3. If any proposed amendment would alter or change any preference or any relative or other right given to any class of members, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of a majority of a quorum of the voting power of each class of members affected by the amendment regardless of limitations or restrictions on their voting power. 4. In the case of any specified amendments, the articles may require a larger vote of members than that required by this section. (Added to NRS by 1991, 1279; A 1993, 1003; 1999, 1605; 2003, 3129; 2003, 20th Special Session, 54; 2005, 2187; 2007, 2661; 2011, 2796)

NOTES: Sec. of State [N.R.S. 82.356]

NH Code § 292:7 ;; 292-7

REGULATORY BODY: Other

STATUTE TEXT: 292:7 Change of Name; Amending Articles. n Any corporation now or hereafter organized or registered in accordance with the provisions of this chapter, and any existing corporation which may have been so organized or registered, may change its name, increase or decrease its capital stock or membership certificates, merge with or acquire any other corporation formed pursuant to this chapter, or amend its articles of agreement, by a majority vote of such corporation’s board of directors or trustees, at a meeting duly called for that purpose, and by recording a certified copy of such vote in the office of the secretary of state and in the office of the clerk of the town or city in this state which is its principal place of business. In the case of a foreign nonprofit corporation registered in New Hampshire, a copy of the amendment or plan of merger, certified by the proper officer of the state of incorporation, shall be filed with the secretary of state, together with the fee provided in RSA 292:5. The surviving corporation in a merger shall continue to have all the authority and powers vested in the merging corporations, including any powers previously conferred upon them by the legislature. Source. 1895, 1:2. 1897, 49:1. PL 223:6. 1931, 69:1. RL 272:6. RSA 292:7. 1971, 73:2. 1983, 112:11. 1988, 93:5. 1991, 261:7, eff. Jan. 1, 1992.

NOTES: Sec. of State [N.H. Rev. Stat. § 292:7]

NJ Code § 15A:9-4 ;; 15A-9-4

REGULATORY BODY: Attorney General

STATUTE TEXT: 15A:9-4. Certificate of amendment a. If the amendment is made as provided by subsection a. of section 15A:9-2, a certificate of amendment shall, subject to subsection c. of section 15A:2-7, be signed by all incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by the unanimous consent of the incorporators before the organization meeting of the board of trustees. b. If the amendment is made as provided by subsection c. or d. of section 15A:9-2, a certificate of amendment shall be executed on behalf of the corporation and shall set forth: (1) the name of the corporation; (2) the amendment so adopted; (3) whether the corporation has or does not have members; (4) the date of the adoption of the amendment by the trustees if the corporation has no members entitled to vote thereon, or by the members, whichever is applicable; (5) if the corporation has no members entitled to vote thereon, the number of trustees of the corporation and either the number of trustees voting for and against the amendment, respectively, and the number of trustees present at the meeting or that the amendment was adopted by the unanimous written consent of the trustees without a meeting; (6) if applicable, the number of members entitled to vote thereon and either the number of members voting for and against the amendment, respectively, if any class or classes of members are entitled to vote thereon as a class, the number of members in each class, the votes of each class voted for and against the amendment, respectively, and the number of members present at the meeting; or that the amendment was adopted by the unanimous written consent of the members without a meeting; and (7) if, pursuant to subsection c. of this section, the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective. c. An original and one copy of each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at a later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:9-4, eff. Oct. 1, 1983.

NOTES: N.J.S.A. 15A:9-4

NJ Code § 15A:9-4 ;; 15A-9-4

REGULATORY BODY: Other

NOTES: Sec. of State, N.J.S.A. 15A:9-4

NM Code § 53-8-38

REGULATORY BODY: Other

STATUTE TEXT: A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of amendment shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of amendment conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word “filed” and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of amendment to which shall be affixed the copy. B. The certificate of amendment, together with the copy of the articles of amendment affixed thereto by the commission [secretary of state], shall be returned to the corporation or its representative. C. Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission [secretary of state], or on such later date, not more than thirty days subsequent to the delivery thereof to the commission [secretary of state], as shall be provided for in the articles of amendment. D. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action to which the corporation shall be a party or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against the corporation under its former name shall abate for that reason. History: 1953 Comp., ss 51-14-80, enacted by Laws 1975, ch. 217, ss 38; 1983, ch. 304, ss 12; 2003, ch. 318, ss 14. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, substituted “An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original” for “Duplicate originals” at the beginning of Subsection A; substituted “the original and copy” for “each of the duplicate originals” in Paragraph A(1); substituted “the original” for “one of the duplicate originals” in Paragraph A(2); substituted “copy” for “other duplicate original” in Paragraph A(3); substituted “copy” for “duplicate original” following “together with the” in Subsection B; substituted “An amendment shall not” for “No amendment shall” at the beginning of Subsection D; and deleted “corporation” preceding “commission” throughout the section. The 1983 amendment, effective June 17, 1983, rewrote Subsection C to the extent that a detailed comparison would be impracticable.

NOTES: Sec. of State [N. M. S. A. 1978, § 53-8-38]

NY Code § 804(a)(ii)(A)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: N-PCL § 804(a)(ii)(A)

NY Code § 803

REGULATORY BODY: Other

STATUTE TEXT: ss 803. Certificate of amendment; contents. (a) To accomplish any amendment, a certificate of amendment entitled “Certificate of amendment of the certificate of incorporation of ………………………. (name of corporation) under section 803 of the Not-for-Profit Corporation Law” shall be signed and delivered to the department of state. It shall set forth: (1) The name of the corporation and, if it has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state and the law under which it was formed. (3) That the corporation is a corporation as defined in subparagraph (a) (5) of section 102 (Definitions). (4) Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added. (5) The manner in which the amendment of the certificate of incorporation was authorized. (6) A designation of the secretary of state as agent of the corporation upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon the secretary. (b) Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change. (a) To accomplish any amendment, a certificate of amendment entitled “Certificate of amendment of the certificate of incorporation of ………………………. (name of corporation) under section 803 of the Not-for-Profit Corporation Law” shall be signed and delivered to the department of state. It shall set forth: (1) The name of the corporation and, if it has been changed, the name under which it was formed. (2) The date its certificate of incorporation was filed by the department of state and the law under which it was formed. (3) That the corporation is a corporation as defined in subparagraph (a) (5) of section 102 (Definitions). (4) Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added. (5) The manner in which the amendment of the certificate of incorporation was authorized. (6) A designation of the secretary of state as agent of the corporation upon whom process against it may be served and the post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon the secretary. (b) Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change.

NOTES: Must file with Sec. of State per N-PCL § 803; Can petition for court approval rather than AG per N-PCL § 804(a)(ii)(B)

NY Code § 804(a)(ii)(B)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Must file with Sec. of State per N-PCL § 803; Can petition for court approval rather than AG per N-PCL § 804(a)(ii)(B)

NC Code § 55A-10-05

REGULATORY BODY: Other

STATUTE TEXT: 55A-10-05. Articles of amendment.A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) The date of each amendment’s adoption;(4) If approval of members was not required, a statement to that effect and a brief explanation of why member action was not required, and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;(5) If approval by members was required, a statement that member approval was obtained as required by this Chapter;(6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to G.S. 55A-10-30, a statement that the approval was obtained. (1955, c. 1230; 1993, c. 398, s. 1.)

NOTES: Sec. of State, N.C.G.S.A. § 55A-10-05

ND Code § 10-33-18

REGULATORY BODY: Other

STATUTE TEXT: An original of the articles of amendment must be filed with the secretary of state. If the secretary of state finds that the articles of amendment conform to the filing requirements of this chapter and that all fees have been paid as provided in section 10-33-140, then the articles of amendment must be recorded in the office of the secretary of state. A corporation that amends the corporate name and which is the owner of a service mark, trademark, or trade name, is a general partner named in a fictitious name certificate, is a general partner in a limited partnership or a limited liability limited partnership, or is a managing partner of a limited liability partnership that is on file with the secretary of state must change or amend the corporation’s name in each registration when the corporation files an amendment.

NOTES: NDCC 10-33-18

OH Code § 1702.38

REGULATORY BODY: Other

STATUTE TEXT: (A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a public benefit corporation. (B) Without limiting the generality of the authority described in division (A) of this section, the articles may be amended to: (1) Change the name of the corporation; (2) Change the place in this state where its principal office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Change any provision of the articles or add any provision that may properly be included in the articles. (C) (1) The voting members present in person, by use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, may adopt an amendment by the affirmative vote of a majority of the voting members present if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. (2) For purposes of division (C)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (D) In addition to or in lieu of adopting an amendment to the articles, the voting members may adopt amended articles by the same action or vote as that required to adopt the amendment. (E) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the voting members at a meeting held for that purpose may adopt the amended articles by the same vote as that required to adopt an amendment. (F) Amended articles shall set forth all the provisions that are required in, and only the provisions that may properly be in, original articles filed at the time of adopting the amended articles, other than with respect to the initial directors, and shall contain a statement that they supersede the existing articles. (G) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and upon that filing the articles shall be amended accordingly, and the amended articles shall supersede the existing articles. The certificate shall be signed by any authorized officer of the corporation. (H) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for that recording the county recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code. That copy shall be recorded in the official records of the county recorder. Amended by 130th General Assembly File No. 41, HB 72, ss1, eff. 1/30/2014. Amended by 129th General AssemblyFile No.201, HB 479, ss1, eff. 3/27/2013. Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007 .

NOTES: Yes - Sec. of State [R.C. § 1702.38]

OK Code § 1077 ;; 18-1077

REGULATORY BODY: Other

STATUTE TEXT: AMENDMENT OF CERTIFICATE OF INCORPORATION AFTER RECEIPT OF PAYMENT FOR STOCK - NONSTOCK CORPORATIONS A. 1. After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and if a change in stock or the rights of shareholders, or an exchange, reclassification, subdivision, combination, or cancellation of stock or rights of shareholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination, or cancellation. In particular, and without limitation upon the general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as: a.to change its corporate name, b.to change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes, c.to increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares or by subdividing or combining the outstanding shares of any class or series of a class of shares into a greater or lesser number of outstanding shares, d.to cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared, e.to create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued, f.to change the period of its duration, or g.to delete (1) such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares, and (2) such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective. 2. Any or all changes or alterations provided for in paragraph 1 of this subsection may be effected by one certificate of amendment. B. Every amendment authorized by the provisions of subsection A of this section shall be made and effected in the following manner: 1. If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the shareholders entitled to vote in respect thereof for the consideration of the amendment or directing that the amendment proposed be considered at the next annual meeting of shareholders; provided, however, that unless otherwise expressly required by the certificate of incorporation, no meeting or vote of shareholders shall be required to adopt an amendment that effects only changes described in paragraph (a) or (g) of subsection A of this section. The special or annual meeting shall be called and held upon notice in accordance with the provisions of Section 1067 of this title. The notice shall set forth the amendment in full or a brief summary of the changes to be effected thereby, unless such notice constitutes a notice of Internet availability of proxy materials under the rules promulgated under the Securities Exchange Act of 1934. At the meeting a vote of the shareholders entitled to vote thereon shall be taken for and against any proposed amendment that requires adoption by shareholders. If no vote of shareholders is required to effect such amendment, or if a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class, has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that the amendment has been duly adopted in accordance with the provisions of this section shall be executed, acknowledged and filed and shall become effective in accordance with the provisions of Section 1007 of this title. 2. The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of the class, increase or decrease the par value of the shares of the class, or alter or change the powers, preferences or special rights of the shares of the class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this paragraph. The number of authorized shares of any such class or classes of stock may be increased or decreased, but not below the number of shares thereof then outstanding, by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of the provisions of this paragraph, if so provided in the original certificate of incorporation, in any amendment thereto which created the class or classes of stock or which was adopted prior to the issuance of any shares of the class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of the class or classes of stock. 3. If the corporation is a nonstock corporation, then the governing body thereof shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of the amendment, a certificate thereof shall be executed, acknowledged and filed and shall become effective in accordance with the provisions of Section 1007 of this title. The certificate of incorporation of any nonstock corporation may contain a provision requiring an amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of the corporation in which event the proposed amendment shall be submitted to the members or to any specified class of members of the corporation in the same manner, so far as applicable, as is provided for in this section for an amendment to the certificate of incorporation of a stock corporation; and in the event of the adoption thereof by the members, a certificate evidencing the amendment shall be executed, acknowledged and filed and shall become effective in accordance with the provisions of Section 1007 of this title. 4. Whenever the certificate of incorporation shall require action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, or by the holders of any other securities having voting power, the vote of a greater number or proportion than is required by the provisions of the Oklahoma General Corporation Act, the provision of the certificate of incorporation requiring a greater vote shall not be altered, amended, or repealed except by a greater vote. C. The resolution authorizing a proposed amendment to the certificate of incorporation may provide that at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the shareholders of the corporation or by the members of a nonstock corporation, the board of directors or governing body may abandon the proposed amendment without further action by the shareholders or members. Added by Laws 1986, c. 292, ss 77, eff. Nov. 1, 1986. Amended by Laws 1996, c. 69, ss 4, eff. Nov. 1, 1996; Laws 1998, c. 422, ss 14, eff. Nov. 1, 1998; Laws 1999, c. 421, ss 12, eff. Nov. 1, 1999; Laws 2001, c. 405, ss 20, eff. Nov. 1, 2001; Laws 2017, c. 323, ss 20, eff. Nov. 1, 2017.

NOTES: 18 Okl.St.Ann. § 1077

OR Code § 65.431 ;; 65-431

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) A corporation may amend the corporationis articles of incorporation at any time to add, change or delete any provision if the articles of incorporation as amended would be permitted under ORS 65.431 to 65.467 as of the effective date of the amendment.(2) A corporation designated on the records of the Secretary of State as a public benefit corporation or religious corporation may amend or restate the public benefit corporationis or religious corporationis articles of incorporation so that the public benefit corporation or religious corporation becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least 20 days before consummation of the amendment or restatement. [1989 c.1010 ss107; 2019 c.174 ss72]

NOTES: Pub. Benefit and Religious Corp [O.R.S. § 65.431]

OR Code § 65.431 ;; 65-431

REGULATORY BODY: Other

NOTES: O.R.S. § 65.431

PA Code § 5916

REGULATORY BODY: Other

STATUTE TEXT: ss 5916. Filing and effectiveness of articles of amendment. (a) Filing.–The articles of amendment of a nonprofit corporation shall be filed in the Department of State. See section 134 (relating to docketing statement). (b) Effectiveness.–Upon the filing of the articles of amendment in the department or upon the effective date specified in the articles of amendment, whichever is later, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action or proceeding to which the corporation is a party, or the existing rights of persons other than members or, except as otherwise provided by order, if any, obtained pursuant to section 5547(b) (relating to nondiversion of certain property) divert any property subject to such section from the purpose or purposes to which it was committed. If the corporate name is changed by the amendment, an action brought by or against the corporation under its former name shall not be abated for that reason. (Dec. 21, 1988, P.L.1444, No.177, eff. Oct. 1, 1989; Dec. 19, 1990, P.L.834, No.198, eff. imd.) 1990 Amendment. Act 198 reenacted and amended the entire section.

NOTES: File with Dept. of State 15 Pa.C.S.A. § 5916

RI Code § 7-6-41

REGULATORY BODY: Other

STATUTE TEXT: ss 7-6-41. Effectiveness of amendment. (a) The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed: (1) Endorse on the original the word “Filed”, and the month, day, and year of the filing; (2) File the original in the secretary of state’s office; and (3) Issue a certificate of amendment. (b) The certificate of amendment shall be delivered to the corporation or its representative. (c) Upon the issuance of the certificate of amendment by the secretary of state, or upon any later date, not more than 30 days after the filing of articles of amendment, that is set forth in the articles, the amendment becomes effective and the articles of incorporation are deemed to be amended accordingly. (d) No amendment affects any existing cause of action in favor of or against the corporation, or any pending action to which the corporation is a party, or the existing rights of persons other than members; and, in the event the corporate name is changed by amendment, no action brought by or against the corporation under its former name abates for that reason. History of Section. (P.L. 1984, ch. 380, ss 1; P.L. 1984, ch. 444, ss 1; P.L. 2005, ch. 36, ss 4; P.L. 2005, ch. 72, ss 4.)

NOTES: Secretary of State: corrections, Gen.Laws 1956, § 7-6-41

SC Code § 33-31-1001

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) A corporation may amend its articles of incorporation to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment. (b) A corporation either designated on the records of the Office of the Secretary of State as a public benefit or religious corporation, or which qualifies as such pursuant to Section 33-31-1707, may amend or restate its articles of incorporation so that it becomes designated as a mutual benefit corporation only if notice, including a copy of the proposed amendment or restatement, has been delivered to the Attorney General at least twenty days before consummation of the amendment or restatement. (c) Except as provided in Section 33-31-611(c), a member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation or bylaws. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Pub. Benefit and Religious Corp; Code 1976 § 33-31-1001

SC Code § 33-31-1005

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (i) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (ii) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to Section 33-31-1030, a statement that the approval was obtained; (7) if an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself must be included in the articles. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Secretary of State, Code 1976 § 33-31-1005

SD Code § 47-22-20

REGULATORY BODY: Other

STATUTE TEXT: 47-22-20. Delivery to secretary of state–Fees–Endorsement and filing–Issuance of certificate of amendment. The original and the copy of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to law, when all fees have been paid as prescribed in chapter 47-28, he shall:(1) Endorse the word “filed” on the original and the copy and the month, day, and year of filing;(2) File the original in his office; and(3) Issue a certificate of amendment to which he shall affix the copy.The certificate of amendment, together with the copy of the articles of amendment affixed thereto, shall be returned to the corporation or its representative.Source: SL 1965, ch 24, ss 38; SL 1989, ch 393, ss 7.

NOTES: SDCL § 47-22-20

TN Code § 48-60-105

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its charter shall deliver to the secretary of state for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment’s adoption; (5) If approval of members was not required, a statement to that effect and a statement that the amendment was duly adopted by the incorporators or board of directors; (6) If approval by members was required, a statement that the amendment was duly adopted by the members; and (7) A statement as to whether or not approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to ss 48-60-301; and if such approval is required, a statement that the approval was obtained.

NOTES: T. C. A. § 48-60-105

TX Code § 3.056

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Sec. of State, V.T.C.A., Business Organizations Code § 3.056

UT Code § 16-6a-1005 ;; section-1005

REGULATORY BODY: Other

STATUTE TEXT: 16-6a-1005. Articles of amendment to articles of incorporation. A nonprofit corporation amending its articles of incorporation shall deliver to the division for filing articles of amendment setting forth: (1) the name of the nonprofit corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; (4) if the amendment was adopted by the board of directors or incorporators without member action, a statement to that effect and that: (a) the nonprofit corporation does not have members; or (b) member action was not required; (5) if the amendment was adopted by the members, a statement that the number of votes cast for the amendment by the members or by each voting group entitled to vote separately on the amendment was sufficient for approval by the members or voting group respectively; and (6) if approval of the amendment by some person or persons other than the members, the board of directors, or the incorporators is required pursuant to Section 16-6a-1013, a statement that the approval was obtained. Enacted by Chapter 300, 2000 General Session

NOTES: Div. of Corp and Comm. Code Utah Code § 16-6a-1005

VT Code § 10.05

REGULATORY BODY: Other

STATUTE TEXT: ss 10.05. Articles of amendment A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment’s adoption; (4) if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (B) either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; (6) if approval of the amendment by some person or persons other than the members, the board, or the incorporators is required, pursuant to section 10.30 of this title, a statement that the approval was obtained. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 10.05

VA Code § 13.1-888 ;; 13-1-888

REGULATORY BODY: Other

STATUTE TEXT: A. A corporation amending its articles of incorporation shall file with the Commission articles of amendment setting forth:1. The name of the corporation;2. The text of each amendment adopted or the information required by subdivision L 5 of ss 13.1-804;3. The date of each amendment’s adoption;4. If an amendment was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the vote of at least two-thirds of the directors in office or by a majority of the incorporators, as the case may be, including the reason member and, if applicable, director approval was not required;5. If an amendment was approved by the members, either:a. A statement that the amendment was adopted by unanimous consent of the members; orb. A statement that the amendment was proposed by the board of directors and submitted to the members in accordance with this Act and a statement of:(1) The existence of a quorum of each voting group entitled to vote separately on the amendment; and(2) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.B. If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.Code 1950, ssss 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966, c. 218; 1975, c. 500; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2012, c. 130.

NOTES: File with State Corp. Comm., VA Code Ann. § 13.1-888

WA Code § 24.03.175

REGULATORY BODY: Other

STATUTE TEXT: RCW 24.03.175 Filing of articles of amendment.The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 ss 3111; 2002 c 74 ss 8; 1982 c 35 ss 86; 1967 c 235 ss 36.]NOTES:Effective dateoContingent effective dateo2015 c 176: See note following RCW 23.95.100.Captions not lawo2002 c 74: See note following RCW 19.09.020.IntentoSeverabilityoEffective datesoApplicationo1982 c 35: See notes following RCW 43.07.160.Fees: RCW 24.03.405.

NOTES: West’s RCWA 24.03.175

DC Code § 29-408.06 ;; 29-408-06

REGULATORY BODY: Other

STATUTE TEXT: After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the nonprofit corporation shall deliver to the Mayor, for filing, articles of amendment, which shall set forth: (1) The name of the corporation; (2) The text of the amendment adopted; (3) If the amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment if not contained in the amendment itself, which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with ss 29-401.04; (4) The date of the amendmentis adoption; and (5) If the amendment: (A) Was adopted by the incorporators, board of directors, or a designated body without member approval, a statement that the amendment was adopted by the incorporators or by the board of directors or designated body, as the case may be, and that member approval was not required; or (B) Required approval by the members, a statement that the amendment was duly approved by the members in the manner required by this chapter and by the articles of incorporation and bylaws. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.) Section References This section is referenced in ss 29-408.07.

NOTES: Mayor’s Office, DC ST § 29-408.06

WV Code § 31E-10-1005

REGULATORY BODY: Other

STATUTE TEXT: A corporation amending its articles of incorporation shall deliver to the Secretary of State for filing articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) The date of each amendment’s adoption;(4) A statement that the amendment was approved by the board of directors as required under section one thousand three of this article or, if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of either: (A) The incorporators, if the vote was before the corporation had directors; or (B) the board of directors, in either case in accordance with section one thousand two or one thousand four of this article; and(5) If approval by members was required: (A) The designation of each class of members entitled to vote separately on the amendment; and (B) the total number of votes cast for and against the amendment by each class of members entitled to vote separately on the amendment and a statement that the number cast for the amendment by each class was sufficient for approval by that class.

NOTES: Sec. of State, W. Va. Code, § 31E-10-1005

WI Code § 181.1005

REGULATORY BODY: Other

STATUTE TEXT: 181.1005 Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information: (1) Name. The name of the corporation. (2) Text. The text of each amendment adopted. (3) Dates. The date of each amendment’s adoption. (4) Method of approval. A statement that the amendment was adopted in accordance with s. 181.1002, 181.1003 or 181.1004, whichever is the case. (5) When approval by others is required. If approval of the amendment by a person other than the members, the board or the incorporators is required under s. 181.1030, a statement that the approval was obtained.History: 1997 a. 79.

NOTES: Dept of Financial Inst., W.S.A. 181.1005

WY Code § 17-19-1005

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1005. Articles of amendment. (a) A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment adopted; (iii) The date of each amendment’s adoption; (iv) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators; (v) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and (B) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class. (vi) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1030, a statement that the approval was obtained.

NOTES: W.S.1977 § 17-19-1005]