§ 117-25. Amendment of certificate of incorporation.
§ 117‑25. Amendment of certificate of incorporation.
A corporation created hereunder may amend its certificate ofincorporation to change its corporate name, to increase or reduce the number ofits directors or change any other provision therein: Provided, however, that nocorporation shall amend its certificate of incorporation to embody therein anypurpose, power or provisions which would not be authorized if its originalcertificate, including such additional or changed purpose, power or provisions,were offered for filing at the time a certificate under this section isoffered. Such amendment may be accomplished by filing a certificate which shallbe entitled and endorsed "Certificate of Amendment of ______ ElectricMembership Corporation" and state:
(1) The name of the corporation, and if it has been changed, thename under which it was originally incorporated.
(2) The date of filing the certificate of incorporation in eachpublic office where filed.
(3) The purposes, powers, or provisions, if any, to be amendedor eliminated, and the purposes, powers or provisions, if any, to be added orsubstituted.
Such certificate shall be subscribed in the same manner as an originalcertificate of incorporation hereunder by the president or a vice‑president,by the secretary or the assistant secretary, who shall make and annex anaffidavit stating that they have been authorized to execute and file suchcertificate by the votes cast in person or by proxy by a majority of themembers of the corporation entitled to vote. Such certificate shall be filed inthe same places as an original certificate of incorporation and thereupon theamendment shall be deemed to have been effected. (1935, c. 291, s. 20.)