77-5-215 - Amendment of certificate of incorporation.
§ 77-5-215. Amendment of certificate of incorporation.
A corporation created under this article may amend its certificate of incorporation to change its corporate name, to increase or reduce the number of its directors, or to change any other provisions therein. However, no corporation shall amend its certificate of incorporation to embody therein any purpose, power or provision which would not be authorized if its original certificate including such additional or changed purpose, power or provision were offered for filing at the time a certificate under this section is offered. Such amendment may be accomplished by filing a certificate which shall be entitled and indorsed "certificate of amendment of certificate of incorporation of ________ electric power association," and state:
(a) The name of the corporation, and if it has been changed the name under which it was originally incorporated.
(b) The date of filing the certificate of incorporation in each public office where filed.
(c) The purposes, powers or provisions, if any, to be amended or eliminated and the purposes, powers, or provisions, if any, to be added or substituted.
Such certificate shall be subscribed in the same manner as an original certificate of incorporation by the president or a vice-president and by the secretary or an assistant secretary who shall make and annex an affidavit stating that they have been authorized to execute and file such certificate by the votes cast in person or by mail by a majority of the members of the corporation entitled to vote. Such certificate shall be filed in the same places and approved by the same officers as an original certificate of incorporation, and thereupon the amendment shall be deemed to have been effected.
Sources: Codes, 1942, § 5483; Laws, 1936, ch. 184.