Skip to main content
Loading…
This section is included in your selections.

The corporation, through its president or vice-president, shall execute in duplicate the articles of amendment, with the corporate seal thereto affixed, attested by its secretary or an assistant secretary, and shall set forth:

(a) The name of the corporation;

(b) The amendment so adopted;

(c) Where there are members having voting rights:

(1) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting; or

(2) A statement that such amendment was adopted by consent in writing signed by all members entitled to vote; and

(d) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the Board of Directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors. [Res. 2011-32; 2008 Code § 9.3.3.3]