16-10a-1007 - Restated articles of incorporation.
16-10a-1007. Restated articles of incorporation.
(1) A corporation's board of directors may restate its articles of incorporation at any timewith or without shareholder action. A corporation's incorporators may restate its articles ofincorporation at any time if the corporation has not issued shares and if no directors have beenappointed.
(2) The restatement may include one or more amendments to the articles ofincorporation. If the restatement includes an amendment requiring shareholder approval, it mustbe adopted as provided in Section 16-10a-1003.
(3) If the board of directors submits a restatement for shareholder action, the corporationshall give notice, in accordance with Section 16-10a-705, to each shareholder entitled to vote onthe restatement, of the proposed shareholders' meeting at which the restatement will be votedupon. The notice shall state that the purpose, or one of the purposes, of the meeting is toconsider the proposed restatement and the notice shall contain or be accompanied by a copy ofthe restatement that identifies any amendment or other change it would make in the articles ofincorporation.
(4) A corporation restating its articles of incorporation shall deliver to the division forfiling articles of restatement setting forth:
(a) the name of the corporation;
(b) the text of the restated articles of incorporation;
(c) if the restatement contains an amendment to the articles of incorporation, theinformation required to be set forth in articles of amendment by Section 16-10a-1006;
(d) if the restatement does not contain an amendment to the articles of incorporation, astatement to that effect; and
(e) if the restatement was adopted by the board of directors or incorporators withoutshareholder action, a statement as to how the restatement was adopted and that shareholder actionwas not required.
(5) Upon filing by the division or at any later effective date determined pursuant toSection 16-10a-123, restated articles of incorporation supersede the original articles ofincorporation and all prior amendments to them.
Amended by Chapter 378, 2010 General Session