Section 2-608 - Restatement of charter.
§ 2-608. Restatement of charter.
(a) General rule.- If authorized by a majority of the entire board of directors, a corporation may restate its charter as provided in this section.
(b) Contents of articles.- Articles of restatement shall include every charter provision currently in effect, omitting only provisions which this section specifically permits to be omitted, and shall state:
(1) That the corporation desires to restate its charter as currently in effect;
(2) That the provisions set forth in the articles of restatement are all the provisions of the charter currently in effect;
(3) That the restatement of the charter has been approved by a majority of the entire board of directors;
(4) That the charter is not amended by the articles of restatement;
(5) The current address of the principal office of the corporation;
(6) The name and address of the corporation's current resident agent; and
(7) The number of directors of the corporation and the names of those currently in office.
(c) Provisions not required.- Articles of restatement may omit all provisions which relate solely to a class of stock if, at the time:
(1) There are no shares of the class outstanding; and
(2) The corporation has no authority to issue any shares of the class.
(d) Prohibited provisions.- Articles of restatement may not contain:
(1) Any provisions of the charter which have been eliminated from it by amendment;
(2) The original charter provisions which contained the information required by subsection (b)(5), (6), and (7) of this section, if they are no longer current; or
(3) Any amendment to the charter of the corporation.
[An. Code 1957, art. 23, § 13; 1975, ch. 311, § 2.]