35-2-222. Amendment by directors.
35-2-222. Amendment by directors. (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:
(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) to delete the names and addresses of the initial directors;
(c) to change the information required by 35-7-105(1);
(d) to change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word or abbreviation in the name or by adding, deleting, or changing a geographical attribution to the name; or
(e) to make any other change expressly permitted by this chapter to be made by action of the board of directors.
(2) If a corporation has no members, its incorporators, until directors have been chosen, and later its board of directors may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to 35-2-232. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice must be in accordance with 35-2-429(3). The notice must also state that the purpose or one of the purposes of the meeting is to consider a proposed amendment to the articles and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
History: En. Sec. 111, Ch. 411, L. 1991; amd. Sec. 38, Ch. 240, L. 2007.