§ 42-64-7.2 - Amendment of the articles of incorporation of a subsidiary public corporation.
SECTION 42-64-7.2
§ 42-64-7.2 Amendment of the articles ofincorporation of a subsidiary public corporation. – (a) A subsidiary public corporation may amend its articles of incorporation,from time to time, only with the express approval and authorization of thegeneral assembly.
(b) Upon receipt of approval and authorization of the generalassembly, pursuant to subsection (a) of this section, amendments to thearticles of incorporation of a subsidiary public corporation shall be made bythe adoption of a resolution by the board of directors of the parentcorporation setting forth the amendment. The resolution may incorporate theamendment in restated articles of incorporation which contain a statement thatexcept for the designated amendment the restated articles of incorporationcorrectly set forth without change the corresponding provisions of the articlesof incorporation, as theretofore amended, and that the restated articles ofincorporation together with the designated amendment supersede the originalarticles of incorporation and all amendments thereto.
(c) The articles of amendment shall be executed in duplicateby the subsidiary public corporation, by its president or a vice president andby its secretary or an assistant secretary, and shall set forth: (1) the nameof the corporation; (2) the amendment so adopted; (3) the date of the approvaland authorization from the general assembly and the date of the adoption of theamendment by the board of directors of the parent corporation; and (4) if,pursuant to subsection (e) of this section, the amendment is to becomeeffective at a time subsequent to the issuance of the certificate of amendmentby the secretary of state, the date when the amendment is to become effective.
(d) Duplicate originals of the articles of amendment shall bedelivered to the secretary of state. If the secretary of state finds that thearticles of amendment conform to law, the secretary shall: (1) endorse on eachduplicate original the word "Filed," and the month, day, and year of thefiling; (2) file one of these duplicate originals in his or her office; and (3)issue a certificate of amendment to which the secretary shall affix the otherduplicate original. The certificate of amendment, together with the duplicateoriginal of the articles of amendment affixed to the certificate of amendmentby the secretary of state, shall be returned to the subsidiary publiccorporation or its representative.
(e) Upon the issuance of the certificate of amendment by thesecretary of state, or upon a later date, not more than thirty (30) days afterthe filing of the articles of amendment, as may be set forth in the articles,the amendment shall become effective and the articles of incorporation shall bedeemed to be amended accordingly.
(2) No amendment shall affect any existing cause of action infavor of or against the subsidiary public corporation, or any pending suit towhich the subsidiary public corporation shall be a party, or the existingrights of any persons and, in the event the corporate name shall be changed byamendment, no suit brought by or against the corporation under its former nameshall abate for that reason.
(f) A subsidiary public corporation may at any time restateits articles of incorporation, as amended, by authorization of the generalassembly authorizing and approving a resolution to be adopted by the board ofdirectors of the parent corporation. Upon the adoption of the resolution,restated articles of incorporation shall be executed in duplicate by thesubsidiary public corporation by its president or a vice president and by itssecretary or assistant secretary, and shall set forth all of the provisions ofthe articles of incorporation as theretofore amended, together with a statementthat the restated articles of incorporation correctly set forth without changethe corresponding provisions of the articles of incorporation, as amended andthat the restated articles of incorporation supersede the original articles ofincorporation and all amendments to these articles.
(2) Duplicate originals of the restated articles ofincorporation shall be delivered to the secretary of state. If the secretary ofstate finds that the restated articles of incorporation conform to law, thesecretary shall: (i) endorse on each of the duplicate originals the word"Filed," and the month, day, and year of the filing thereof; (ii) file one ofthe duplicate originals in his or her office; and (iii) issue a restatedcertificate of incorporation, to which the secretary shall affix the otherduplicate original. The restated certificate of incorporation, together withthe duplicate original of the restated articles of incorporation affixed to therestated certificate of incorporation by the secretary of state, shall bereturned to the subsidiary public corporation or its representative.